Earnings Call Transcript - CXW Q1 2025

Operator, Operator

Good day and thank you for standing by. Welcome to CoreCivic's First Quarter 2025 Earnings Call. At this time, all participants are in listen-only mode. After the speakers' presentation, there will be a question-and-answer session. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Michael Grant, Managing Director of Investor Relations.

Michael Grant, Managing Director, Investor Relations

Thank you, Operator. Good morning, everyone, and welcome to CoreCivic's first quarter 2025 earnings call. Participating on today's call are Damon Hininger, CoreCivic's Chief Executive Officer; Patrick Swindle, CoreCivic's President and Chief Operating 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 first quarter of 2025 as well as updated financial guidance for the 2025 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 provisions 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 first quarter 2025 earnings release issued after market yesterday as well as in our Securities and Exchange Commission filings, including Forms 10-K, 10-Q, and also 8-K reports. You are 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 CEO, Damon Hininger.

Damon Hininger, Chief Executive Officer

Thanks Mike. Good morning, and thanks, everyone, for joining us for CoreCivic first quarter 2025 earnings call. On this morning's call, we will discuss our latest operational results and update you on the latest developments and opportunities with our government partners. Following my opening remarks, including high level comments on our quarter and updates on contracting activity, I will hand the call over to Patrick Swindle, our President and Chief Operating Officer. Patrick will discuss operational results as well as our ongoing facility activations. Finally, we will turn the call over to our CFO, Dave Garfinkle, who will provide greater detail on our first quarter financial results as well as our updated 2025 financial guidance. Dave will also provide an update on our capital allocation strategy. Before I go to the highlights of our first quarter results and numerous contracting actions, I would like to share how excited I am for and deeply proud of our team here at CoreCivic. Our team has always been mission and outcomes focused, but this is such a significant moment of time in our company's history. Never in our 42-year company history have we had so much activity and demand for our services as we are seeing right now. As you know, and as shared daily in the media, many of our partners are facing tough challenges and our team is focused and energized to be able to answer the call with solutions our partners need at this critical moment in time. Let me now move on to a few highlights from our first quarter results. Financially CoreCivic exceeded its expectations for revenue and profit during the first quarter. Patrick and Dave will discuss the quarter in greater detail, but the strong financial performance resulted from realized cost management improvements, coupled with meaningful increases in facility utilization, which improved to 77% from 75.2% in the first quarter of the prior year. Specifically, first quarter revenue of $488.6 million exceeded our expectations, with notable strength from facilities serving the United States Immigration and Customs Enforcement or ICE facilities, as well as from our state partners. Similarly, EBITDA exceeded plan coming in at $81 million. Both metrics were up meaningfully from the fourth quarter of 2024, but down slightly from the first quarter of last year when our Dilley facility had a full quarter of operation and when our California City facility was fully leased by the State of California. I'll have more on those two facilities in a minute as we have begun to reactivate both facilities. Turning to contracting activity. We have been busy this quarter, particularly since the change in presidential administration in late January. On February 27, we announced contract modifications for our 2,016-bed Northeast Ohio Correctional Center in Youngstown, Ohio, our 1,072-bed Nevada Southern Detention Center in Pahrump, Nevada, and our 1,600-bed Cimarron Correctional Facility in Cushing, Oklahoma, to add capacity for up to 784 ICE detainees. Additionally, a contract modification at our 2,672-bed Tallahatchie County Correctional Facility in Tutwiler, Mississippi, details that ICE may use up to 258 beds. On March 5, we announced that we had agreed under an amendment to our Intergovernmental Services Agreement or IGSA, to resume operations and care for up to 2,400 individuals at the 2,400-bed Dilley Immigration Processing Center in Dilley, Texas, a facility operated by CoreCivic and owned by a third-party. The term of the amended IGSA, which expires in March of 2030, may be further extended by mutual agreement. We anticipate total annual revenue once the facility is fully activated to be approximately $180 million. As those who follow the company will recall, we previously received notification from ICE on June 10, 2024 after nearly 10 years of operation of ICE's intent to terminate funding of the IGSA for services at the Dilley facility effective August 9, 2024. We did not operate the Dilley facility from August 9, 2024, until the resumption of operations at the facility on March 5, 2025, though we did continue to provide a maintenance team at the facility to keep it ready to reactivate. We are honored to have this important facility operating again and we are grateful to work once again with Target Hospitality, our exceptional real estate partner and we are thankful to ICE for their trust in our capabilities. Patrick will share more about this activation development, but I'm proud to share that we began receiving an initial population at the Dilley facility just 31 days after amending the contract, an accomplishment only possible due to months of pre-planning by our hard working activation team. Sticking with ICE, we also have entered into two six-month letter contracts with ICE. Effectively these letter contracts provide initial funding to CoreCivic to begin activation efforts while we engage collaboratively with ICE to negotiate and execute a longer-term contract. On March 7, we commenced a letter contract at our 1,033-bed Midwest Regional Reception Center in Leavenworth, Kansas. On April 1, we signed a letter contract for our 2,560-bed California City Immigration Processing Center in California City, California. We continue to have active conversations with ICE regarding their increased secure bed needs at other facilities. We expect additional contracts with ICE to follow budget reconciliation when ICE has a clear line of funding, though it is possible some contracts could be announced even prior to reconciliation. CoreCivic has three facilities currently under activation with ICE and we are also leaning forward on facility and transportation CapEx at other facilities so that we are ready to mobilize quickly. To that end, on our last conference call, we mentioned that we had internally approved $40 million to $45 million of capital expenditures related to facility activations and transportation services. And based on our opportunities, we are now adding another $25 million more for facility activation expenditures. In its April 7 document titled Justification for Other than Full and Open Competition, I cite the need for nearly 100,000 beds based on the Laken Riley Act, three executive orders around border security, and the administration's goal of removing 1 million aliens annually. In contrast, ICE's budget currently funds 41,500 beds. In this document, ICE's justification for streamlining the contracting process recognizes that the procurement process is very time consuming and that the private sector in particular is needed to fill the gap and meet the immediacy of the current need. We believe this justification could allow for expedited contracting incorporating fair and reasonable pricing once the federal budget is determined. Turning now to the federal budget process. Our current outlook is that we are still moving toward President Trump's singular funding bill, which, in addition to significant funding for border security would include the administration's tax and spending priorities, and that this will be achieved via a budget reconciliation process. Republicans are currently aiming for reconciliation by Memorial Day, but that could slide to July 4. The key to a reconciliation bill is the concurrent adoption by the House and Senate of specific reconciliation instructions, which aligns the two houses of Congress to a common budget outcome. On April 28, the Republican House Judiciary Committee's portion of the budget reconciliation bill requested $45 billion over the four years ending in 2029 for immigration detention, which if annualized would be over 3x the current detention budget. The Senate has not yet shared its version, but we believe support for ICE is strong there too. Our belief is that most new contracts with ICE will come after funding is established via a congressional budget agreement. We continue to believe that detention beds supplied by the private sector represent the best value and are the most humane, most efficient, logistically, have the highest audit compliance scores in their system and are readily available. Additionally, with 42 years of operating experience with ICE, private sector beds are the least likely to be legally challenged, particularly relative to some international options. Before I move on, let me take a minute and pan out to the big picture regarding capacity we still have available for ICE versus capacity already under contract. I also want to provide a crosswalk to some of the numbers we discussed on last quarter's call. Dave will note in his comments that we have nine idle facilities that have over 13,400 beds available. As mentioned last quarter, if you include this amount, the 13,400 beds, along with surge capacity we have made available at certain facilities, partial capacity we have in facilities that are currently in operation. And finally capacity we can make available through third-party leases like our great partnership with Target Hospitality at our Dilley facility as an example. If you add all of these options together, we're close to the 30,000 beds that we proposed to ICE earlier this year. So with the four contract modifications that are Ohio, Mississippi, Nevada, and Oklahoma facilities, our amendment at the Dilley facility and the letter contracts at our Midwest and Cal City facilities that we assume will be replaced with long-term agreements, these together represent approximately 7,000 beds that either are or that will that we expect will be under contract. So we continue to have in excess 20,000 beds that could be available for ICE if they get additional funding through reconciliation. We are also looking at additional opportunities for expansion that could be cost effective and allow for greater efficiencies. Finally, we are looking at facilities all across the United States that might be attractive for lease or purchase. But to be clear, our primary near-term focus on the solutions we are proposing to ICE is our existing idle or underutilized capacity. Switching now to the stateside during January, we announced that we are awarded a new management contract with the State of Montana to care for additional inmates outside the State of Montana, with 240 inmates arriving at our 2,672-bed Tallahatchie County Correctional Facility in Tutwiler, Mississippi, during the first quarter. The base term of the new management contract with the State of Montana, which is for an unspecified number of inmates and therefore could grow beyond 140, runs through December of 2026 and contract extensions could run as long as seven years. Also, during January of 2025, we received 120 additional Montana inmates at our 1,896-bed Saguaro Correctional Facility in Eloy, Arizona, under an existing contract. Our partnership with Montana remains strong and we now serve the state at three facilities. Those two out of state facilities I just mentioned, and also our 644-bed Crossroads Correctional Center in Shelby, Montana. We are grateful for our strong partnership with Montana and we appreciate the trust they put in our company and our facility teams. On the state budget front, most states initiate the annual budget process with the Governor submitting a proposed budget around the start of the year, followed by a review and amendments by the legislature and culminating in a budget before the start of the new fiscal year typically on July 1. We continue to work with our state partners to help ensure that our per diem rates fully reflect the higher levels of inflation, particularly around labor experienced during and after the COVID-19 pandemic period. We are generally encouraged by the direction of the budget proposals. We remain in active dialogue with several other existing state partners as well as new state partners that could result in additional populations, including the possible use of one or more of our idle facilities. We are also currently evaluating the RFPs for several different facilities with the Florida Department of Corrections. Now I'll pass it over to Patrick Swindle for an overview of operations during the first quarter. Patrick?

Patrick Swindle, President and Chief Operating Officer

Thanks, Damon. I'll start with a high level overview of our first quarter operational performance. As Damon mentioned, overall occupancy for the quarter was 77%, up 1.5 percentage points from the fourth quarter of last year and 1.8 points since the year ago quarter. Occupancy has been on an upward trajectory since early 2023 when it sat approximately 70%. This quarter also showed a month-to-month trend in improving occupancy with increases in ICE detention population levels beginning in late January. Federal partners, primarily Immigration and Customs Enforcement, and the U.S. Marshal Service, comprised 48% of CoreCivic's total revenue in the first quarter. Revenue from our federal partners declined 8% during the first quarter of 2025 compared to the prior year quarter. However, excluding the Dilley Immigration Processing Center from both years, our revenue from ICE increased 11% versus the first quarter of 2024. Our first quarter revenue from the U.S. Marshals Service, our second largest customer was essentially flat year-over-year, though we believe the U.S. Marshals Service population may start to increase later this year. Now, I'd like to discuss ICE's usage of detention capacity nationally across all facilities. ICE started the quarter with the national detention population at approximately 39,000 and ended the quarter at nearly 48,000 individuals in detention. The most recently published ICE detention total was 47,928 on April 6, 2025. CoreCivic’s share of the total detention population has remained roughly steady during this period of expansion and we've increased from roughly 10,000 ICE detainees in our facilities at the end of 2024 to about 12,000 now. As we anticipated last quarter, the accelerated rate of interior enforcement arrest has more than offset the decline in order apprehensions resulting in ICE exceeding the 41,500 funded bed level. On March 5, we announced the resumption of operations at a 2,400-bed Dilley Immigration Processing Center in Dilley, Texas, which was idled during August 2024. The contract modification calls for CoreCivic to reopen the facility's five neighborhoods over 180 days, which commenced on March 5. The fixed revenues scale accordingly. While the activation plan called for CoreCivic to have the first two neighborhoods ready to receive detainees after 60 days, CoreCivic was able to mobilize even more swiftly and we received our first detainees just 31 days after commencement. Many of our facility leaders and former employees were able to transfer back to the facility or to be rehired and we already have reestablished a team of approximately 360 employees and growing at Dilley. Target Hospitality Corporation, our real estate partner at Dilley has moved in lockstep with CoreCivic and we appreciate our strong relationship. Importantly, we are on track to open the additional neighborhoods on schedule and we should be fully ramped and receiving full contract economics beginning in September. We are also actively working to prepare two additional facilities for detention intake for ICE under letter contracts. Key work includes preparing the physical facilities to ensure compliance with national detention standards and hiring and training the professionals the operation will require. Our 1,033-bed Midwest Regional Reception Center located in Leavenworth, Kansas, has begun preliminary activation steps under a March 7 letter contract with ICE. While we work collaboratively with ICE toward negotiation and execution of a longer-term contract, we have begun the on-ground steps necessary to get the physical facility and the team ready to receive a population there. Notably, we have assembled our facility leadership team there and they're now on site. We posted job listings for employment at this facility on March 17; we've already received over 1,500 applications for an estimated 300 positions. Our first training class for detention officers started this past Monday. Similarly, we have begun preparation activities at our 2,560-bed California City Immigration Processing Center in California City, California, under a letter contract signed April 1, 2025. Again, our facility leadership team is now in place and they're actively preparing the facility to receive an ICE population once a long-term contract has been negotiated and executed. We posted job listings for Cal City on April 7 and we received over 2,500 applications already. One other significant component of CoreCivic's broader ICE activation plan involves adding capacity for detainee transportation. Over the last four months, CoreCivic has purchased or has in production a total of 120 vehicles comprised of a mix of buses and vans. This is a significant increase in our fleet and we believe this capacity will be necessary to accommodate ICE's transportation requirements. CoreCivic's first quarter revenue from state partners in our safety and community segments increased 5.2% compared with the prior year quarter. This increase is a result of higher per diem rates and higher occupancy from our state government partners as well as contributions from additional contracts with Montana that commenced in the third quarter of 2024 and the first quarter of 2025. During January 2025, we expanded our relationship with the State of Montana with a new contract that expanded the geographic area of our facilities that can serve the state. During the first quarter, we accepted 240 inmates at our Tallahatchie County Correctional Facility in Tutwiler, Mississippi. Within our facilities, we continue to realize operational improvements. Improved staffing levels continue to drive much of our operating improvement as we've been able to reduce or eliminate expensive short-term labor measures necessary in response to the COVID-19 pandemic. In addition to being more cost effective over the long-term, permanent and locally hired staff also improved facility performance in such areas of safety, program outcomes, and audit performance. Labor is the largest expense in our industry and in recent years, we have experienced unusual levels of labor inflation and cost uncertainty. At this point, labor inflation and availability have returned to relatively normal and predictable levels and labor markets are displaying stability. In recent years, we have invested significantly in our frontline employees often ahead of receiving funding support from our partners. Through per diem increases and operational improvements, we are restoring the performance of many of these facilities. CoreCivic's ability to maintain strong staffing levels in our current base of facilities is particularly important as we address increased demand under existing contracts and approach facility activations. In short, our improved staffing positions us well operationally to maintain the trust of our partners to manage their higher population needs and respond swiftly to new opportunities. CoreCivic's community segment is comprised of 21 residential reentry facilities serving the Federal Bureau of Prisons as well as various state and county governments. Facilities in our community segment are engaged primarily in preparing individuals for successful reentry to their communities after a period of incarceration or as an alternative to incarceration. Revenue in our community segment was essentially flat compared with the first quarter of 2024, but facility net operating income for community increased 6%. We remain positive about the outlook for the community segment as more of our government partners, including the BOP, returned their focus to successful reentry in order to curb the recidivism challenge. In conclusion, CoreCivic is well-positioned operationally to serve our government partners growing needs. The longer-term macro environment for our federal, state, and local businesses remains positive as we are well-positioned to support increasing public safety and immigration priorities. Our government partners at all levels face complex challenges, including capacity limitations, aging, expensive to maintain and expensive to build facilities, persistent staffing challenges, and populations that are increasing in numbers and evolving their complexity. Our ongoing conversations with our partners highlight their growing needs, as do other metrics, including jail backlogs and population forecasts. Now, I will turn the call over to David Garfinkle who will provide a detailed look at our first quarter financial results, our capital markets activities and assumptions included in our 2025 financial guidance. Dave?

David Garfinkle, Chief Financial Officer

Thank you, Patrick, and good morning, everyone. In the first quarter of 2025, we generated net income of $0.23 per share and FFO per share of $0.45, both exceeding average analyst estimates by $0.10 per share. Adjusted EBITDA was $81 million, exceeding average analyst estimates by $10 million. Excluding the contribution of our South Texas Family Residential Center and our California City Correctional Center contracts in the prior year period, revenue increased 6.7% and adjusted EBITDA increased 21.2% in the remainder of our portfolio helping offset some of the impact of these contract losses. On an as reported basis, compared to the prior year quarter, adjusted EBITDA decreased $8.5 million, adjusted EPS declined $0.02, and normalized FFO per share decreased $0.01. These year-over-year declines resulted from the termination of our contract with ICE at the South Texas Family Residential Center effective August 9, 2024, and a lease expiration with the State of California effective March 31, 2024, at our California City Correctional Center. These terminations combined for a decrease in facility net operating income of $22.6 million or $0.16 per share from the prior year quarter. During the first quarter, we began reactivating the South Texas facility now known as the Dilley Immigration Processing Center under a new five-year agreement that became effective March 5 and accepted our first resident at this facility April 9. Further, on April 1, 2025, we entered into a letter contract with ICE at the California City facility now known as the California City Immigration Processing Center, which authorizes funding for a six-month period to reactivate the facility while we work with ICE to negotiate and execute a long-term contract. The reductions in adjusted EBITDA and per share results during the first quarter of 2025 compared with the prior quarter were partially offset by higher occupancy from state and local partners as well as from ICE across the remainder of the portfolio. First quarter 2025 results also include an income tax benefit associated with stock-based compensation vesting and certain payroll tax credits aggregating $0.04 per share, which compares to a $0.02 income tax benefit associated with stock-based compensation vesting in the prior year quarter. Our capital allocation strategy contributed to increases in per share earnings aggregating approximately $0.03 per share through reductions in interest expense and common shares outstanding. Federal revenue in our safety and community segments decreased $21.1 million from the first quarter of 2024 to the first quarter of 2025, including a reduction in management revenue at the Dilley facility of $33.6 million. So excluding this facility, federal revenue in our safety and community segments increased $12.5 million or 5.6%. State revenue in the safety and community segments increased $9.8 million or 5.2% from the first quarter of 2024 to the first quarter of 2025, which included revenue from two new contracts with the State of Montana awarded in the third quarter of 2024 and the first quarter of 2025. Revenue in our property segment declined $8.4 million primarily due to the aforementioned expiration of the lease at our California City facility. Based on our activation activities resulting from the letter contract signed effective April 1, the California City facility will move to our safety segment in the second quarter to be reported with other correctional and detention facilities we operate. Operating margin in our safety and community facilities combined was 23.6% in the first quarter of 2025 compared to 23.7% in the prior year quarter. The slight decrease in our operating margin was due to the termination of the ICE contract at the Dilley facility. As we have previously mentioned, the margin at the Dilley facility was higher than the portfolio average due to the size and scalability of expenses and due to the unique design and specialized services provided at the facility. All else equal, we expect our margin to improve as we fully reactivate the Dilley facility. Excluding the Dilley facility, operating margin was 22.2% in the prior year quarter. The increase in our operating margin excluding the Dilley facility was due to an increase in occupancy from 75.2% to 77% for our safety and community segments combined and a reduction in certain operating expenses. Turning next to the balance sheet. During the first quarter, we repurchased 1.9 million shares of our common stock at an aggregate cost of $37.9 million under our $350 million share repurchase program, accelerating the pace of our repurchases compared with recent quarters. Since our share repurchase program was announced in May 2022 through March 31, we have repurchased 16.5 million shares of our stock at a total cost of $219 million or an average price of $13.30 per share. As of March 31, we had $131 million available under the Board authorization. Our leverage, measured by net debt to adjusted EBITDA was 2.5x using the trailing 12 months ended March 31, 2025, right in the middle of our target range of 2.25x to 2.75x. As of March 31, we had $75 million of cash on hand and an additional $256 million of borrowing capacity on our revolving credit facility, providing us with total liquidity of $331 million. Our next debt maturity is October 2027 when $238.5 million of senior unsecured notes mature. Based on our first quarter performance, which beat our internal forecast, our business momentum and new contract awards and contract expansions announced since we last provided guidance, we are increasing our full year 2025 financial guidance. For 2025, we now expect to generate diluted EPS of $0.83 to $0.92, up from $0.48 to $0.61 in our previous guidance, up 61% at the midpoint. We now expect FFO per share of $1.72 to $1.82, up from $1.37 to $1.50, up 23% at the midpoint and we expect EBITDA of $331 million to $339 million, up from $281 million to $293 million or 17% at the midpoint. The single largest factor in our increased guidance is the reactivation of the Dilley Immigration Processing Center effective March 5. The new agreement for the Dilley facility provides for a fixed monthly revenue payment in accordance with a graduated schedule to correlate with the activation of each neighborhood within the facility. We expect to have the entire facility activated by early September 2025 and expect to begin recognizing revenue for the entire 2,400-bed facility at that point. Consistent with our past practice, our guidance does not include the impact of new management contract awards not previously announced because the timing of government actions on new contracts is always difficult to predict. Although we have entered into short-term letter agreements for our 1,033-bed Midwest Regional Reception Center and our 2,560-bed California City Immigration Processing Center, our guidance does not include the impact of potential longer-term contracts at these facilities as we have not yet negotiated a per diem rate or a definitive quantity of beds to be utilized at either facility. The timing of any new longer-term contract awards at these facilities is also difficult to predict. In the meantime, the net financial impact to the forecast of the short-term agreement is not material. But assuming we are able to negotiate longer-term contracts with these facilities, the EBITDA contribution will occur sooner than if we did not have the letter contracts because the letter contracts enable us to offset activation expenses we have already begun to incur. We are expecting to execute new contracts during 2025, including but not limited to the potential long-term contracts at the Midwest Regional Reception Center and our California City Immigration Processing Center, and we'll revise our financial guidance throughout the year and if and when new contracts are signed. Based on immigration policies of the new administration as well as newly enacted legislation requiring the utilization of more detention for certain criminal violations, we expect new contracts to require the activation of one or more of our idle facilities. We currently own nine idle correctional and detention facilities that have over 13,400 available beds, including the two I just mentioned. The activation of an idle facility generally requires four to six months to hire, train, and prepare the facility to accept residential populations, which depending on contract structure could result in substantial startup expenses before we realize additional revenue. To the extent any new contract requires the activation of an idle facility before we begin to recognize revenue; our guidance could be negatively impacted by these startup expenses until the revenue we generate offsets these expenses. We plan to spend $60 million to $65 million on maintenance capital expenditures during 2025, unchanged from our prior guidance, and $9 million to $10 million for other capital expenditures, up slightly from our prior guidance. Our 2025 forecast also includes $65 million to $70 million of capital expenditures associated with potential idle facility activations and for additional transportation vehicles, including $12 million spent in the first quarter. We have increased this forecast by $25 million from our prior guidance in order to expand the number of facilities ready to accept residential populations beyond the initial list of priority locations we had previously identified. Our 2025 guidance contemplates staying within our targeted leverage of 2.25x to 2.75x. Although, we continue to evaluate M&A opportunities, which if completed, would most likely include transactions in our core business. Our guidance does not include any M&A activity. However, we could deploy additional capital into M&A opportunities where we believe cash flows are sustainable over the long-term and where returns meet or exceed returns on share repurchases. Considering the size of M&A opportunities under evaluation, we would expect to finance such M&A opportunities with existing liquidity. Our guidance also does not include any share repurchases beyond those completed to-date or additional capital expenditures beyond those mentioned that could be needed in connection with the reactivation of our idle facilities, which may depend on customer needs and preferences. However, we expect to continue executing on our share repurchase program, taking into consideration our earnings trajectory, stock price, liquidity, and alternative opportunities to deploy capital. As a result, we could temporarily exceed our leverage target in the short-term, but considering the strength of our existing cash flows and the potential growth in our earnings, we would expect to naturally achieve and sustain our targeted leverage over the medium and long-term. Our balance sheet remains strong with low leverage and 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 flow available for capital allocation decisions such as share repurchases, M&A activity, and growth CapEx, such as facility activations, to range from $187.5 million to $200.5 million for 2025. We expect our normalized annual effective tax rate to be 25% to 30%, unchanged from our prior guidance, which reflected a lower tax rate in Q1 compared with the other quarters as previously mentioned. 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 2025 to be between $145 million and $150 million, unchanged from our prior guidance. I will now turn the call back to the operator to open up the lines for questions.

Operator, Operator

Thank you. At this time, we'll conduct the question-and-answer session. Our first question comes from Joe Gomes with Noble Capital. Your line is open.

Joe Gomes, Analyst (Noble Capital)

So I want to start with these letter agreements. Great news on both Midwest and Cal City. Are you hiding any more of them on us? Has ICE come to you and signed a couple more recently?

Damon Hininger, Chief Executive Officer

Definitely not hiding any more on you, Joe, but a couple observations. One is that it's clear to us that there's a lot of intensity, for obvious reasons, for ICE to get a lot of beds under contract. They pulled this tool out of the toolbox earlier this year to basically get these facilities under at least the protection for ICE, so they can secure them more under long-term contracts. So it was a great feature on their part to at least get these facilities secured. They know they're going to need them, they know they're going to get additional funding through reconciliation to support the contracts. And obviously, it's a great feature for us because as Dave noted, it allows us to go ahead and start the activation process, start hiring staff, put leadership in place, get the academies going. So it would not surprise us, Joe, that we see a lot more of these in the coming days and weeks, especially as we get closer to reconciliation. But anything you'd add to that, Dave?

David Garfinkle, Chief Financial Officer

Just that the two letter contracts that we have, we've heard from ICE for the longest time that the Midwest Regional Reception Center was a priority for them to consolidate populations in that area. And then the Cal City facility became available at the end of March of last year and it's in a strategic location. So a great facility for ICE and it could potentially even be used for the U.S. Marshals Service. Those are two key facilities we are really pleased to get under letter agreements. And then of course, the Dilley facility, which is not a letter agreement, it's extended to the longer-term contract stage, between Cal City and Dilley, those were really two key facilities we were prioritizing at the beginning of the year. So good to get those across, at least Dilley across the finish line and the letter agreement with Cal City.

Damon Hininger, Chief Executive Officer

One thing I'll also add, Joe, is that I've been with the company almost 33 years, almost 16 years as CEO. I've never seen the intensity and activity on ICE's part to secure capacity. These letter agreements are a new tool that they're utilizing to secure these beds. They have toured a lot of our facilities that are not under contract—capacity we've got in Colorado, Oklahoma, Tennessee, really all over the country they've expressed interest in, not just in the details of each facility and the capabilities, but actually making efforts to tour the facilities, see our capabilities, see possible CapEx that could be deployed to put additional transportation assets in place, and also potentially support courts and other services. So a lot of activity is the bottom line.

Joe Gomes, Analyst (Noble Capital)

Okay. And then the additional $25 million CapEx that you announced, how many more facilities could that stand up?

David Garfinkle, Chief Financial Officer

Good question, Joe. We're leaning forward on almost all of our idle facilities at this point. At the beginning of the year, we targeted priority locations that made the most sense, so we've expanded the number of facilities we're investing in to have ready. The facilities, depending on how long they've been idle, have different levels of CapEx. I wouldn't necessarily say that's the total CapEx we'd end up spending because we're leaning forward at different levels. So that $25 million could be additional $25 million or maybe as high as $50 million if we were to activate all facilities and incur the necessary capital expenditures. But we are certainly leaning forward on more facilities than we were last quarter due to confidence in our ability to reactivate these facilities, and that could include potential state contracts as well. We want to position these facilities to be available for the next customer that would use them.

Joe Gomes, Analyst (Noble Capital)

Okay. And then one of the things that's been in the news was the use of some soft sided facilities, there was the Fort Bliss type of contract. What would your appetite be for either putting together or managing one of these types of soft sided facilities?

Damon Hininger, Chief Executive Officer

Great question, Joe. We're very interested. We've been monitoring this closely. There are potentially 10 military reservations around the country that could be good sites for that type of solution. We think this solution is something we're capable of providing. With Dilley, we reactivated it in 31 days. When we first opened that facility about ten years ago, we had to work quickly with Target to provide the CapEx, get the campus configured and operate very quickly—probably within 80 to 90 days. So we've got the capability to provide something very quickly at those military reservations. In addition to Dilley, we've been asked by ICE from time to time to help with natural disasters to depopulate a facility quickly when a hurricane is coming. So we've got the capability for rapid activation and transportation. Every procurement, RFI, or sources sought we've seen from ICE in the last 90 days we've expressed interest in. So while you asked specifically about Fort Bliss, there is a lot of activity around the country for unique detention solutions either in existing facilities or other unique solutions. We're prepared to respond.

David Garfinkle, Chief Financial Officer

Our priority would be our idle facilities and maximizing their utilization. We'll respond to whatever needs our customer has. We think our own facilities provide the most cost effective, readily available capacity, but there are other solutions that, as Damon mentioned, we'd be interested in and could put up fairly quickly.

Damon Hininger, Chief Executive Officer

One other quick thing, Joe: we have a lot of real estate around existing facilities that might be suitable for expansion. If there's a location where ICE says, 'your facility here is 2,000 beds, can you add another 250 quickly?' that's part of the analysis we're doing. That could be a short-term expansion consistent with the types of solutions being considered for some military reservations. We're considering all solutions based on where they need beds.

Joe Gomes, Analyst (Noble Capital)

Great, thanks. I'll let someone else ask a couple questions.

Operator, Operator

Thank you. Our next question is from Jay McCanless with Wedbush. Your line is open.

Jay McCanless, Analyst (Wedbush)

Hey, good morning, guys. Thanks for taking my questions. The first one I had, it was interesting you guys were talking about increasing the size of your rolling fleet. Could you give us some preliminary idea of what revenues you might be able to generate doing more transportation work for ICE?

Damon Hininger, Chief Executive Officer

It's a little hard to put a number on it publicly. We could talk offline and give you a ballpark. For places like Cal City and Leavenworth, we know historically what the transportation needs have been relative to bed capacity, so we can model that and give a more concrete estimate offline. We won't get clarity until we finalize some of these contracts, like Cal City and Leavenworth, but we can provide a ballpark.

Jay McCanless, Analyst (Wedbush)

Okay. That sounds great. And then also wanted to ask: you guys talked about looking at some different facilities, and your partner—Target Hospitality—could Pecos be one of the ones you might consider purchasing and/or what other facilities might you be looking at this point?

Damon Hininger, Chief Executive Officer

It would be inappropriate to give a lot of clarity on specific assets for competitive reasons. We know the market well and have surveyed facilities that might be suitable—newer construction and consistent with our mission. We're looking at properties owned by local, city, or county governments and talking with Target about their capabilities and locations. I wouldn't want to name specific facilities at this time.

David Garfinkle, Chief Financial Officer

On transportation, many of our negotiations include transportation services in the existing detention contract, so they're not always separate and are often built into the per diem. But we are seeing an increased need for transportation services in connection with those contracts.

Jay McCanless, Analyst (Wedbush)

That's great. And the last question I had: you said in the prepared comments that BOP is getting more active on the community side. Anything you can tell us there? Have you seen any more momentum with the BOP or the Justice Department relative to the First Step Act?

Damon Hininger, Chief Executive Officer

Two weeks ago the BOP announced a new director from West Virginia. He's been getting his leadership team in place. Our sense is that in the coming weeks they'll make priorities known to the private sector for both community and secure operations. There's been some work already, but with the new director assembling his team, I expect more clarity over the summer. We believe this administration and DOJ leadership will push to expand capacity in the private sector for community beds to support goals of the First Step Act.

David Garfinkle, Chief Financial Officer

On the secure side, the BOP has documented infrastructure challenges—aging facilities, staffing challenges—so we believe we can provide cost-effective solutions to the BOP in our correctional facilities as we've done previously. That could be an opportunity in the medium term.

Jay McCanless, Analyst (Wedbush)

That's great. Thanks, guys. Appreciate it.

Operator, Operator

Thank you. Our next question is from M. Marin with Zacks. Your line is open.

M. Marin, Analyst (Zacks)

Thank you. In your prepared remarks and in the Q&A, you've mentioned competitive advantages of your facilities versus other options for government partners—newer infrastructure, modern amenities, cost effectiveness. In terms of your ability to negotiate higher per diem, how much room do you think you have before that cost advantage might go away?

Damon Hininger, Chief Executive Officer

We watch closely what cities and counties negotiate with the Marshals Service and ICE to understand pricing in specific geographic locations. We look at that as a data point and evaluate the scope of services—transportation, specialized medical components, infirmary beds—and consider the total cost. Even when we provide comprehensive services, we're still competitive relative to local alternatives and what the federal government could do themselves, especially compared with buying beds from the BOP or other federal agencies. Some have discussed capacity outside the U.S.; when you look at those numbers, we remain cost competitive while providing higher quality, better audit scores, and more effective logistics. We're also less likely to face legal challenges relative to our capabilities and services.

David Garfinkle, Chief Financial Officer

Where we already have capacity, temporary solutions proposed elsewhere require recovering activation and infrastructure costs over a short period, which adds to their cost. That will continue to be a competitive price advantage for our traditional detention capacity where beds are already built and paid for and can be ramped relatively quickly.

M. Marin, Analyst (Zacks)

Okay, that makes sense. One more question: the three facilities you're currently preparing or reactivating are in Texas, California, and Kansas, and you mentioned these are strategically located for ICE. Looking across your idle facilities, are there any others that jump out as particularly attractive for ICE or other government partners?

Damon Hininger, Chief Executive Officer

Top-of-mind locations attractive to ICE include our facility northeast of Memphis, Tennessee—it's about 600 beds and attractive due to proximity to Memphis and the transportation hub with I-40. Oklahoma is another obvious location—centrally located with our Diamondback and North Fork facilities west of Oklahoma City; Oklahoma City is a significant air transport hub for ICE and the Marshals. Capacity in Colorado, including Kit Carson and Warner (I think he meant Warner or Warden-related facility names), gives beds out West to service Salt Lake, Denver, and parts of Wyoming and Montana. We also have capacity in Minnesota at Prairie facility which could be useful for northern border activity, and incremental beds in Kentucky. So Tennessee, Oklahoma, and Colorado are probably the top three locations we think will be attractive.

David Garfinkle, Chief Financial Officer

To add, beds in Oklahoma are sizable and scaled—Diamondback is 2,160 and North Fork is 2,400. Large facilities can offer a more competitive per diem compared with smaller facilities when demand is that large.

M. Marin, Analyst (Zacks)

Okay. Thank you very much.

Operator, Operator

Thank you. Our next question is from Greg Gibas with Northland Securities. Your line is open.

Greg Gibas, Analyst (Northland Securities)

Hey, good morning, Damon, Dave, Patrick, thanks for taking the questions. Congrats on the quarter. I wanted to ask on the puts and takes of the $48 million EBITDA range increase at the midpoint—Dilley obviously being the primary one. Could you discuss the drivers or pieces of the increase in your guidance assumptions?

David Garfinkle, Chief Financial Officer

I'll take that, Greg. The Q1 beat was about $13 million higher than our internal forecast and $10 million higher than average analyst estimates. That's being carried through. The Dilley facility will ramp up, but we don't get a full run rate until September, really a full quarter in Q4. Population increases we've seen—ICE populations increased sequentially in January, February and March—are being carried forward, expecting those levels to sustain the remainder of the year. On the expense side, we didn't build additional cost savings into the rest of the year; expenses are normalized compared with pandemic years. We took a reasonable approach on per diem increases, particularly from state customers; many per diem increases don't kick in until July, which is also when we provide wage increases to staff. We're in discussions with state legislatures now, so there could be upside from per diems. For now, our guidance doesn't include potential longer-term contracts at Midwest and Cal City; if those are negotiated, they'd be upside.

Greg Gibas, Analyst (Northland Securities)

Got it. That's helpful, Dave. Guessing there's nothing specific you can share, but do you have a general sense of the timing for when the letter contracts are expected to be finalized into formal contracts? How long would negotiation take? Would it have to be post budget reconciliation?

Damon Hininger, Chief Executive Officer

Both negotiations are progressing well. We got contract templates on both locations within the last 10 days and are reviewing them. There will be back and forth, probably some revisions, and then likely face-to-face or phone negotiations to finalize terms. It's hard to say exactly, but we expect it to be days and weeks, not months. There's a chance we get these done before reconciliation. They used letter contracts to secure capacity early; I'd also expect more letter contracts before reconciliation as ICE seeks to secure beds while funding is still being finalized.

Patrick Swindle, President and Chief Operating Officer

Two points: normal activation for a mothballed facility is 120 to 180 days. The value of a letter contract is it allows us to go fully into activation mode during those six months—hiring, training, preparing the facility—and position us so that when the final agreement is in place, we can immediately begin supporting customers. Letter contracts accelerate the timeline. Also, letter contracts are only one mechanism ICE is using to solicit beds; there are other mechanisms. Each location might require a different pathway, but we are prepared to activate quickly whether under a letter contract or another mechanism.

Greg Gibas, Analyst (Northland Securities)

Great. Appreciate the color. Lastly, could you provide an update on the potential rebidding of the ISAP contract and positioning CoreCivic for that and anything you've heard?

Damon Hininger, Chief Executive Officer

I heard what a competitor said recently that there might be a one-year extension. We haven't heard specifics about a two-year extension. We've been preparing for the rebid for a couple years. We have the capability—this is work we already do in our community division. We're aligning technology and third-party providers to support a proposal. We're watching closely. We believe adding competition and innovation could be value added to the federal government.

Greg Gibas, Analyst (Northland Securities)

Got it. Thanks very much.

Operator, Operator

Thank you. Our next question is from Benjamin Briggs with StoneX Financial. Your line is open.

Benjamin Briggs, Analyst (StoneX Financial)

Hey guys, thank you for holding the call and taking the questions. A lot of mine got answered, but I've got a couple left. The last guy asked about ISAP and monitoring contracts. How many individuals are you monitoring under ISAP as it stands today?

Damon Hininger, Chief Executive Officer

We currently don't have a contract with ICE for ISAP; that contract is held by other providers at the moment. We do have monitoring contracts with other jurisdictions. Across those jurisdictions, I'd estimate roughly 20,000 to 30,000 individuals, with David thinking closer to 20,000 but it may have grown.

David Garfinkle, Chief Financial Officer

I was thinking more towards 20,000, but it may have grown, so that figure is probably about right.

Benjamin Briggs, Analyst (StoneX Financial)

Okay, got it. What's your ability to ramp there? Would it be a long process? Would you need additional infrastructure or is it a relatively fast ramp?

Damon Hininger, Chief Executive Officer

Ramp is relatively fast. We've been watching this agreement for years and know where demand is concentrated. We would need to provide office space in certain high-utilization locations and could lease storefront spaces and staff them. We can scale using our community division and potentially pull resources from our safety division to support activation. We have plans to scale quickly if we get that contract.

David Garfinkle, Chief Financial Officer

In our monitoring subsidiary, we use a teaming agreement with a third-party to provide devices, and we've checked with that partner to ensure they can scale up rapidly. We don't have concerns about scaling to the size of the current ISAP contract or larger. We're comfortable with our ability to scale.

Benjamin Briggs, Analyst (StoneX Financial)

Okay, that sounds mostly like offices and administrative stuff and the technology is already in place. Moving on, you mentioned nine idle facilities with 13,000 beds. If those were all activated, can you ballpark total incremental revenue and EBITDA?

David Garfinkle, Chief Financial Officer

On the last call we estimated incremental revenue of roughly $250 million to $275 million if we activated all of them. In terms of EBITDA, that could translate to roughly $200 million to $225 million of upside if we activated all idle beds.

Benjamin Briggs, Analyst (StoneX Financial)

Okay, got it. That's helpful. As far as timing, when do you think is reasonable to model reaching peak EBITDA—second half of 2026 or longer?

Damon Hininger, Chief Executive Officer

I'll tag team with Patrick. In the coming days and weeks, key milestones include finalizing contracts for Dilley, Cal City, and other letter agreements. We feel reconciliation will be a catalyst but not strictly necessary for initial contracting activity—ICE may sign letter contracts prior to reconciliation. Momentum is high in Congress and the administration, and many are focused on getting funding done by early summer or the July 4 timeframe. That should accelerate contracting and activations.

Patrick Swindle, President and Chief Operating Officer

A lot depends on where peak demand ultimately settles across all alternative solutions. If peak demand is large, it could extend the timing. Activation of an idle facility generally takes four to six months to hire, train, and prepare, so second half of 2026 is a reasonable assumption for when we could hit a peak EBITDA run rate based on the demand that ultimately presents.

Benjamin Briggs, Analyst (StoneX Financial)

All right. That's very helpful. I appreciate your answers and congratulations on the quarter.

Operator, Operator

Thank you. Our next question comes from Kirk Ludtke with Imperial Capital. Your line is open.

Kirk Ludtke, Analyst (Imperial Capital)

Well, thank you, everyone. Assuming zero border crossings and no funding limitations, what is the relationship between the deportation rate and the number of beds? You mentioned 1 million a year and 100,000 beds—is that roughly the relationship?

Damon Hininger, Chief Executive Officer

Yes, that's the relationship being discussed—the administration's near-term goals discussed publicly include 100,000-bed capacity and 1 million deportations annually. That 100,000 figure feels like a new baseline given current planning. We mentioned on the last call that 100,000 feels like a reasonable new baseline. Patrick, anything to add? Nothing further.

Kirk Ludtke, Analyst (Imperial Capital)

Do you have a sense for when they'll reach a run rate of 1 million a year?

Damon Hininger, Chief Executive Officer

I haven't heard a detailed ramp plan publicly. They have to fund staffing for law enforcement, processing, case management and other infrastructure, so any timeline would be informed by the funding and operational plans. I don't have a specific ramp schedule to share today.

Kirk Ludtke, Analyst (Imperial Capital)

Got it. Thank you. Libya was added to the list of foreign locations. I suspect those foreign locations serve a different mission and aren't competition—how should we think about those?

Damon Hininger, Chief Executive Officer

Correct—you shouldn't view those as direct competition. There are strategic and political reasons for those locations. For all the reasons we've discussed—42 years in the business, audit scores, logistics, and legal challenges—our domestic private-sector beds remain a preferred solution. We don't view those international options as direct competition to our domestic capacity.

Kirk Ludtke, Analyst (Imperial Capital)

I appreciate it. Thank you and congratulations on the quarter.

Operator, Operator

Thank you. Our next question comes from Jordan Hymowitz with Philadelphia Financial Management. Your line is open.

Jordan Hymowitz, Analyst (Philadelphia Financial Management)

Thanks, guys. Couple questions. If the numbers you're talking about come to fruition, it seems like in the second half of 2026 you could be in a place to initiate a close to a double-digit dividend yield if you don't do M&A. Is that a reasonable thought process? You're not going to take the debt down any more than 2x to 2.25x, are you?

David Garfinkle, Chief Financial Officer

No, Jordan. We haven't had many conversations with the Board recently about initiating a dividend because we find share repurchases more compelling at this point. If we execute on multiple contracts and the stock price responds, a dividend could make sense, but we haven't had detailed discussions about it and for now repurchases remain our preferred mechanism.

Jordan Hymowitz, Analyst (Philadelphia Financial Management)

Second question: you've spoken favorably about Target Hospitality and potential joint ventures. Would there be interest in them as an M&A candidate? They were approached by private equity—might that fit on your M&A list?

Damon Hininger, Chief Executive Officer

That's a direct question. Target is a great partner but we haven't discussed acquiring them. It's not something we've talked about or entertained, so I can't provide additional feedback on that.

Jordan Hymowitz, Analyst (Philadelphia Financial Management)

Okay. Last question: how big would ISAP have to be for the government to entertain splitting the contract between two providers instead of one?

Damon Hininger, Chief Executive Officer

They may not have to grow for the government to introduce two providers; they could introduce diversification with two providers now. If they expect growth, having two providers could help scale that growth. I think two providers could be appropriate even at current sizes or if they anticipate growth, that would make sense operationally.

Jordan Hymowitz, Analyst (Philadelphia Financial Management)

Okay, thank you.

Operator, Operator

And this is the end of our Q&A session. I would now like to turn back to Damon Hininger for closing remarks.

Damon Hininger, Chief Executive Officer

Thank you so much, operator. Before I let you all go, let me note one quick thing. This week nationally is National Correctional Officers and Employees Week, established by President Ronald Reagan in 1984 to recognize people in our profession—public and private correctional officers and correctional workers around the country—for the important work they do day in and day out. It is a tough business, as many of you on the call know. It's tough work but it's also very rewarding. I didn't want this moment to pass without recognizing our employees. They're the best in the business and they do this challenging but rewarding work and are executing at a high level right now with all of these opportunities and achieving great outcomes for people in our facilities. So my hat's off to our entire team at CoreCivic. With that, we're adjourned. Thank you so much for participating in today's call and thank you again for your continued support of the company.

Operator, Operator

This does conclude the program. You may now disconnect.