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Presentation

Operator: Good day and thank you for standing by. Welcome to the Quarter 1 2023 CoreCivic Earnings Conference Call. At this time, all participants are in a 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 our speaker today, Cameron Hopewell, Managing Director of Investor Relations. Please go ahead.

Cameron Hopewell: Thanks, operator. Good morning ladies and gentlemen, and thank you for joining us. Participating on today’s call are Damon Hininger, President and Chief Executive Officer; and David Garfinkle, Chief Financial Officer. We are also joined here in the room by our Vice President of Finance, Brian Hammonds. On today’s call, we will discuss our financial results for the first quarter of 2023, 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 2023 earnings release issued aftermarket yesterday and in our Securities and Exchange Commission filings, including the 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. On this call, we will also discuss certain non-GAAP measures, a reconciliation of the most comparable GAAP measurement is provided in our corresponding earnings release and included in the supplemental financial data on the Investors page of our website, corecivic.com. With that, it’s my pleasure to turn the call over to our President and CEO, Damon Hininger.

Damon Hininger: Thank you, Cameron. Good morning and thank you for joining us today for our first quarter 2023 earnings call. On today’s call, I will provide you with details of our first quarter financial performance and our updated 2023 full-year financial guidance. I will also discuss with you our latest operational developments, update you on our capital allocation strategy, and discuss the latest developments with our government partners. Following my remarks, I will turn the call over to our CFO, Dave Garfinkle, who will review our first quarter 2023 financial results and our updated full-year 2023 financial guidance in greater detail. He will also provide a more detailed update on our ongoing capital structure initiatives.

I’ll now provide a brief overview of our first quarter financial results and our updated 2023 financial guidance. In the first quarter, we generated revenue of 458 million, which was a 1% increase, compared with our prior year quarter. This is in-spite of the expiration of our contract with the Federal Bureau of Prisons or BOP at our previously owned McRae Correctional Facility in November of 2022 and the facility that we sold later last year. We generated normalized Funds From Operations or FFO of 38.9 million or $0.34 per share, compared with 41.5 million or 34% per share in the first quarter of 2022. Now, the decline was driven by the sale of our McRae Facility that I mentioned, the transition of populations at our La Palma Correctional Center pursuant to a new contract with the state of Arizona that began in April of 2022 and a challenging labor market.

Dave will provide more detail regarding the financial impact of these items along with other factors that impacted our first quarter results. While our operating costs remain elevated, compared with pre-pandemic levels, during the quarter, we experienced a continuation of modest improvements in the employment market, a trend we began to develop in the second half of 2022. Now, to our updated 2023 financial guidance. We are forecasting full-year FFO per share in the range of $1.31 to $1.42 and adjusted fund from operation or AFFO per share in the range of $1.25 to $1.37. These represent declines of $0.06 at the midpoint of our previously issued guidance. Dave will provide greater details about our first quarter financial results, as well as the financial impact of the more significant assumptions included in our full-year 2023 financial guidance following the remainder of my comments.

Moving now to one of our federal customers, immigration and customs enforcement or ICE. The most current expectation is that Title 42, a temporary public health order issued by the CDC that has essentially closed our nation’s borders to asylum seeking individuals since the onset of the COVID-19 pandemic is scheduled to come to an end on May 11. In all likelihood, the lifting of Title 42 will result in a significant increase in a number of individuals illegally entering the country between ports of entry. Without the ability to quickly remove individuals using the authority granted by Title 42, it is expected the government will experience a significant increase in the number of people in the custody of the Department of Homeland Security or DHS.

ICE is one of the agencies within the DHS that is responsible for enforcing immigration laws, arresting, and detaining the individuals who have entered the country illegally. As our largest customer, it is anticipated that ICE will experience a significant increase in demand for detention capacity when Title 42 is lifted. ICE has been the government partner mostly impacted by COVID-19 era public health measures. Notably ICE have omitted occupancy restrictions at its facilities nationwide to improve the ability for resident populations to social distance. These occupancy restrictions have remained in place for more than three years, so the removal of these restrictions could result in a significant increase in utilization of our facilities under contract with ICE.

There is a possibility that legal challenges or some other unexpected development could change the date that Title 42 is lifted. In fact, this has happened on multiple occasions in the last few years. But it’s important to note, and what is different this time is that the Secretary of the State and the Secretary of Homeland Security have made some definitive statements this past week that the Title 42 public health order will expire as required by court order on May 11. Our updated full-year financial guidance does not contemplate an increase in utilization from ICE. However, as mentioned last quarter, we have elevated our staffing levels in anticipation of higher occupancy levels. Utilization by ICE is also impacted by their annual funding levels.

For the current fiscal year that will end September 30, 2023, ICE is funded for 34,000 detention beds. Based on the latest available data, ICE is utilizing approximately 25,000 beds. So, they have the ability to increase utilization. However, as noted in a DHS fact sheet that was published last week, their current funding levels represent only a fraction of what DHS will also need in a post Title 42 environment. Finally, the DHS Secretary indicated in recent public remarks that DHS has informed Congress this past week, their intent to reprogram funds and their budget to support emerging requirements within DHS. Now, for an update on our other federal partner, which is within the Department of Justice, United States Marshals Service. The U.S. Marshals prison populations have remained consistent in recent years.

So, their need for capacity around the country remains unchanged and significant due to their reliance on contracted detention capacity. The Marshals were impacted by the executive order signed by President Biden and issued in January 2021 that directed the attorney general to not renew Department of Justice contracts directly with privately operated criminal detention facilities. We have only two remaining direct contracts with the Marshals. One of those contracts is with our 4,128 beds Central Arizona Florence Correctional Complex in Arizona and has a contract expiration in September of 2023. Both facilities provide significant capacity to the Marshals that we believe would be very challenging to replace. But as we’ve previously stated, we likely will not have a resolution on potential contract extensions until we are closer to the existing contract expiration dates.

We continue to work closely with the Marshals to ensure their capacity needs are being met in order to support their critical public safety mission. At the state level, we continue to hear that State Correctional Systems largest challenge remains the tight labor market. We have had conversations with a handful of states to help address their challenges in the near to long-term. We have discussed available capacity we have within our system that could assist those states in dealing with their operational challenges and we are currently in discussions with several government agencies to help assist them with their need for bed capacity. Now, it wouldn’t be appropriate to disclose all of the states we are currently talking to, but I will highlight one that recently has been reported on publicly.

The State of Montana has taken steps during their recent legislative session 120 individuals out of state. We have been actively talking to the state for quite some time about their needs and they recently toured a facility of ours that we think would be a good fit for them. We will report more on this opportunity and others later this year. I will close out my comments by discussing our continued progress with reducing our overall debt in returning capital to our shareholders. In February, we repaid the remaining 153.8 million on our 4.625% senior unsecured notes that were originally scheduled to mature in May of this year. At the time, we used a combination of cash on hand and a $35 million draw under our revolving credit facility to repay these notes.

By the end of the first quarter, we had repaid all, but $10 million of the draw on the revolver through free cash flow generated during the quarter. We now have no debt maturities until April of 2026, which provides us with flexibility in how we deploy our free cash flow for the next three years. To that point, we also repurchased an additional 2.5 million shares of our common stock during the first quarter at an aggregate purchase price of 24.9 million. Our total share repurchase authorization is up to 225 million of which we have approximately 125 million of the authorization . We believe taking a balanced approach of both reducing debt and repurchasing shares will unlock substantial value over time, while also reducing our future debt refinancing risk.

We remain committed to our targeted leverage ratio or net debt to adjusted EBITDA range of 2.25 times to 2.75 times. We have made meaningful progress in reducing our overall leverage due to the strong cash flow the company generates reducing our overall debt balance by $1.2 billion since announcing our updated capital allocation strategy in the summer of 2020. We expect our leverage to continue to decline as we prioritize our cash flows on reducing debt, understanding that in recent quarters, our EBITDA has been negatively impacted by the short-term transition of contracts at our La Palma facility in Arizona and ongoing pandemic related Oxy restrictions with our federal partners, mathematically slowing the rate of leverage decline though we have continued to reduce our debt levels, while repurchasing our shares of common stock.

I’ll now turn the call over to Dave, who will provide a more detailed look at our financial results in the first quarter. He will also discuss in detail our updated full-year 2023 financial guidance, including the most significant factors behind the change in that guidance. Dave?

David Garfinkle: Thank you, Damon, and good morning, everyone. In the first quarter of 2023, we reported GAAP net income of $0.11 per share, compared with $0.16 per share in the prior year quarter and adjusted EPS of $0.13, compared with $0.14 per share in the prior year quarter. Normalized FFO per share was $0.34 during the first quarter of 2023 and AFFO per share was $0.37 both unchanged from the prior year quarter. Adjusted EPS and normalized FFO per share were each in-line with average analyst estimates and $0.01 higher than our internal forecast. Adjusted and normalized per share amounts in 2023 exclude a non-cash income tax expense of $2.3 million for the revaluation of net deferred tax liabilities associated with a change in our corporate tax structure as we completed a reorganization of our tax structure to simplify and more closely align operations and assets of certain of our subsidiaries and to reduce administrative efforts following our conversion from a REIT to a taxable C-corporation.

Adjusted and normalized per share amounts in the prior year quarter exclude a gain on sale of real estate assets. Compared with the prior year quarter, operating expense improvements in the portfolio combined with the reduction in interest expense and the impact of our share repurchase program were offset by a reduction in EBITDA of $7.4 million or $0.05 per share at the La Palma Correctional Center and the expiration of our final prison contract with the Federal Bureau of Prisons in November 2022 at the McRae Correctional Facility, which resulted in a reduction of EBITDA of $2.3 million or $0.01 per share. We began transitioning a contract with ICE at the 3,060-bed La Palma facility to a new contract with Arizona during the second quarter of 2022.

The transition is complete and therefore the second, third, and fourth quarters of 2023 will reflect favorable comparisons to the prior quarters of this facility, particularly as we expect operating expenses to continue to normalize throughout 2023. Margins at our safety and community facilities decreased from 22.5% in the first quarter of 2022 to 21.2% during the first quarter of 2023. However, excluding the impact of ongoing transitional expenses at our La Palma facility, which as I mentioned was still operating under a contract with ICE in the prior quarter, operating margins increased by 0.3%, compared with the fourth quarter of 2022, operating margins declined as a result of a Q4 benefit from employee retention credits we mentioned last quarter and higher staffing levels and unemployment taxes in the first quarter of 2023.

We incur approximately 75% of our unemployment taxes during the first quarter when base wages reset for unemployment tax purposes. Our financial results continue to be impacted by occupancy restrictions implemented during the COVID-19 pandemic that largely remained in place during the first quarter, most notably for Title 42, a policy that denies entry at the U.S. border to asylum seekers and anyone crossing the border without proper documentation or authority in an effort to contain the spread COVID-19. Occupancy in our safety and community facilities was stable at 70.1% in the first quarter of 2023, compared with 70.6% in the prior year quarter. As Damon mentioned, Title 42, which has been in effect since the beginning of the pandemic is currently scheduled to end next week, which is expected to result in an increase in the number of undocumented people permitted to enter the United States claiming asylum and could result in an increase in the number of people apprehended and detained by ICE.

Longer-term, we expect operating margin percentages to trend towards those we experienced pre-pandemic of approximately 25% as higher per diem rates, we have been successful in obtaining from many of our government partners are expected to translate into increasing margins as they are applied to increasing occupancy levels and as labor related expenses continue to normalize. Turning next to the balance sheet. As of March 31, we had $51 million of cash-on-hand and an additional 223 million of borrowing capacity on our revolving credit facility providing us with total liquidity of $274 million. During the first quarter of 2023, we repaid in full the outstanding principal balance of our 4.625% senior unsecured notes amounting to $153.8 million using a combination of cash on hand and available capacity under our revolving credit facility.

We reduced our total debt balance by $146.2 million during the quarter or by $48.2 million net of the change in cash. We now have no debt maturities until 2026. During the first quarter of 2023, we also repurchased 2.5 million shares of our common stock at an aggregate purchase price of $24.9 million. In less than a year since our Board authorized the repurchase program in May 2022, we have repurchased over 7% of our outstanding shares or a total of 9.1 million at a total purchase price of $99.4 million and have remaining authorization for over $125 million more of our shares. Leverage, measured by net debt-to-EBITDA was 3.1x using the trailing 12-months ended March 31, 2023, of course after the share repurchases, down slightly from 3.2x at the end of 2022.

In order to progress toward our leverage target of 2.25x to 2.75x, we do not expect the same level of share repurchases in future quarters as we completed during the first quarter as our cash flow will be prioritized on debt reduction. However, we will remain opportunistic in repurchasing additional shares. Moving lastly to a discussion of our 2023 financial guidance. For the full-year 2023, we expect to generate adjusted EPS of $0.46 to $0.57 and normalized FFO per share of $1.31 to $1.42. Our guidance has been updated to reflect the during the first quarter of our internal forecast, offset by $0.04 to reflect the non-renewal of our lease with the state of Oklahoma at our North Fork Correctional Facility, which expires June 30, 2023. In addition, we continue to negotiate good faith with the state of Oklahoma for the renewal of our contract to manage our Davis Correctional Facility, which also expires June 30, 2023, and operated at a loss during 2022 and the first quarter of 2023.

However, we have not yet been able to reach acceptable terms. Our updated guidance was further reduced by $0.03 per share to reflect the potential ramp down of populations of the Davis Facility during the second quarter and idle operations during the second half of the year, which we did not contemplate in our previous forecast. If we are able to reach acceptable terms on a new agreement, the $0.03 per share reduction will be avoided, as we would exceed our forecast by approximately $0.02 per share during the second quarter by avoiding the ramp down of populations and we would further exceed our guidance during the second half of 2023, the magnitude of which would depend on the terms of a new agreement. Our guidance contemplates the continuation of a tight albeit improving labor market with a continuation of favorable operating expense trends, but offset by higher staffing levels to accommodate an expected increase in federal and state residential populations.

Although we expect to be prepared for an increase in occupancy that could occur once Title 42 comes to an end, our guidance does not contemplate a surge in ICE detainees in the second half of the year, but a more measured increase consistent with our previous guidance. Although we are in discussions with a number of government agencies for new opportunities, our guidance does not include any new contract awards because the timing of government actions on new contracts is always difficult to predict, which would be upside to our guidance if we are successful. We expect AFFO, which we consider a proxy for free cash flow after interest expense, income taxes, and maintenance capital expenditures to range from $144 million to $157.5 million or $1.25 to $1.37 per share.

This quarter, we have inserted a reconciliation of EBITDA to AFFO in our supplemental disclosure report posted in our website. We expect leverage to temporarily tick up a tenth of a turn to 3.2x in the second quarter when we have several large working capital payments, including the semi-annual interest payments on all of our outstanding unsecured notes. But we expect to continue reducing debt throughout the year with our free cash flow and expect our only variable rate debt outstanding to be the term loan A with the revolving credit facility undrawn during the second half of 2023. We expect our normalized effective tax rate to be 25% to 28% and the 2023 full-year EBITDA guidance in our press release provides you with our estimate of total depreciation and interest expense.

We expect G&A expenses in 2023 to be comparable to 2022. Our 2023 capital expenditure forecast remains consistent with the guidance we provided last quarter consisting of $61 million to $63 million of maintenance capital expenditures and $3 million to $4 million for other capital investments. We have no need to access the capital markets in the near term. We remain focused on managing to our leverage target and have not included any additional share repurchase in our forecast. However, we will remain flexible and will continue to be opportunistic in repurchasing shares prioritizing our cash flows on debt reduction and sculpting stock repurchase levels to EBITDA performance. I will now turn the call back to the operator to open up the lines for questions.

Operator: Thank you. Our first question comes from Joe Gomes at NOBLE Capital. Your line is open.

Joe Gomes: Good morning. Thanks for taking my questions.

Damon Hininger: Absolutely. Good morning, Joe.

Joe Gomes: So, kind of want to start out. You got the employee base that you’ve built in anticipation of higher population. It negatively impacted results given the difficult employment, the tight employment market out there. So, kind of wanted to look, kind of multi-part here. So, what gives you confidence the ending of Title 42 will result an additional flow into your facility. I think we all expect to see people coming across the border, but I guess, kind of how do you believe or what do you believe the administration plans are for adding people to the populations in the facilities? How high do you think you could go for your facilities? And if your assumptions don’t prove to turn out correctly and what you’re thinking now, at what point do you start to reduce the employee base?

Damon Hininger: Yes, great questions. This is Damon. And so let me tag team with Dave, but let me tackle those, kind of two parts here about the population and then the staffing question. Let me just first say, we’re in unprecedented times. So, no one, I think can definitively say what the world is going to look like after May 11. There’s a lot of smart people out there that followed, kind of and how it impacts certain populations for contingent capacity, and how it affects population for the for people that get referred over for immigration cases. So, the reason we didn’t assume any adjustment or increased populations for the rest of the year is that, I just think it’s impossible to say what that number is because again I think a lot of smart people are struggling with the same question.

But I guess I will point to a couple of things that give us at least some indication that ICE and DHS thinking about increased demand for the rest of the year. First of which is, last week, I noted it a little bit in my script. The last week the Department of Homeland Security Secretary and also Department or excuse me Secretary of State came out in a joint statement. This was titled or dated April 27th, talking about, kind of their plan, kind of post May 11 on what they’re going to do on the Southwest border. Of note in that comment and statement and actually did a press release and a media press release too. They talk about after May 11, Title 42 going away, but also Title 8 immigration authority comes back. And so, that’s been well reported.

But what they’ve also noted that and I’m reading here from the statement is that the decades hold authorities carry deep consequences for unlawful entry. This is Title 8, including at least a 5-year ban on re-entry and potential criminal prosecution for repeated attempts to enter unlawfully. The return to processing under Title 8 is expected to reduce the number of repeat border crossings over time, which has increased significantly under Title 42. So, again that’s word for word from their statement and that’s in the first paragraph. So, if you take that statement and then you look at a couple of numbers, one of which is, during COVID, the majority of calendars that were on the Southwest border, those individuals were on Title 42. So, the majority of people sent back across the border was the authority of Title 42.

So, again, that’s going away on May 11. What’s also notable is that, before COVID, the recidivism rate of people on the Southwest border. So, these are people that have crossed at least twice in the last 12 months on the Southwest border. That recidivism rate has been as high as 40% during COVID to get some perspective pre COVID to five years before COVID it was somewhere in the range of like 12% to 15%. So, the recidivism rate has been very, very high and these are just people that are processed. There’s a fair amount of folks that were not processed under Title 42, so that number actually could be higher. So, looking at that data point along with the final data point is to say, immigration cases that were referred from border patrol or ICE over to Marshals service, if you look at the year before COVID, so 2019, that number was 118,000 in referred cases.

This past year was 20.000. So, you take all those numbers together. You’ve got people coming across the border, push back quickly under Title 42, recidivism rates being higher and then the cases referred over to U.S. attorneys and the Marshals Service custody are a lot lower than they were pre-COVID. So, indications would say that with these numbers that there’s going to be increased need after May 11. Let me go back to what I said earlier though. This is unprecedented. No one that I’ve seen here recently has been able to accurately predict, kind of what the numbers are going to look like after May 11. So, with those numbers, but also, of course, we’re talking ICE on a regular basis. They know our capabilities. They’ve talked about our capacity in great detail in the last couple of weeks on what we’ve got available and could have available.

And so, we feel like based on all the data, but also kind of real time interaction with our ICE partners having staffing in places, especially under ICE contracts at an elevated level for potential demand is a good investment. But to your point, after May 11 and if we get days and weeks after May 11 and it’s not materializing than we obviously can recalibrate our staff and it’s appropriate based on actual population levels. Last thing I’ll just say before tag teaming with Dave is that, and we said this also back in February, if you look at our staffing levels today and again they’re elevated within our ICE facilities for this potential demand, if you look at our midpoint as we just announced here in the last 24 hours for our guidance, I think you could add probably another 10% on top of that if we were able to recalibrate our staffing based on actual population levels.

So, it’s a different way. Probably about probably to keep me honest here, Dave, is what you could add back to our midpoint. If we brought staffing levels back down to what populations are today. So that gives you a sense of if we do need to do that potential with the magnitude could be. Now again, that won’t be perfect and I’ll say, to again what the needs are from ICE, but also our other partners, but maybe add an amplifier to that, Dave.

David Garfinkle: Yes, you covered everything I was going to say, I would unprecedented tons haven’t been through a pandemic before like those, haven’t had Title 42 in place. I would say, the closest we had was at the end of 2022 in December when ICE started to bring populations down in anticipation of Title 42 coming to an end then in December. And then we saw some lower populations in January that ultimately recovered. I would say those populations are going down, if not as much as they came down at the end of the year. They’re probably coming down more than what we saw at the end of the year. And it just kind of feels like we’re leading up to an end of Title 42. So, the only thing I would add, we – our approach to guidance was guarded.

It was conservative. We don’t know if there could be a surge of ICE detainees. We have seen that in previous years or we don’t know if it could be more measured over time. And our guidance really is just taking a wait and see approach that So, we will monitor closely. We should know something you’d expect probably within a month after May 11, would be the time where we start looking internally to see what’s going on and whether we need to accelerate preparations for additional populations or scale back to staff, because they’re not occurring. So, that’s where we are.

Joe Gomes: Okay. Thank you for that very detailed update. And just to put a final point on that. So, you mentioned populations increase in the fall, almost up to 30,000, dropped down to the beginning of the year to like 20,000 increased again to mid-March to about 28,000. And now you said they’re back down to 25,000. Do you think that the most recent decline is just again ICE, trying to clear out space for an anticipated people coming across the border in May?

David Garfinkle: Yes. In fact, they, told us that.

Damon Hininger: Yes. They just told us that, exactly.

Joe Gomes: Okay. And moving on to your state business. I know you don’t want to talk too much about details But maybe you could give us a little timing on some of these discussions. I mean, as we’re talking a quarter, six months next year for some of these discussions that you’re currently having with the states?

Damon Hininger: Yes, great question. I would say let me just make it just a general comment and then answer your question. The engagement from our state partners, I’d say, it’s accelerated a little bit here in the last 12 months. I mean, we had a lot of engagement with new partners in free COVID, as you know Joe, after that all slowed down during the pandemic. But I’d say, here in the last 6 months, 12 months, we’ve seen some pretty good engagement with non-existing partners as I mentioned like Montana, but also potentially some new partners. So, sitting here today knowing the discussion that we’ve got going, I think we could get one, maybe helpful before the end of the year under new contracts or I’d say, even expanded contracts, maybe someone that we’ve already got and they just want to expand.

And what’s also interesting, I’d add this in my script, but we do have some interesting conversations going on also at the county level. So, maybe one of those get across finish line before the end of the year, but I don’t know if anything you add to that Dave.

David Garfinkle: Yes, I mean, now is when legislators are in session. So, they’re going through preparing their budgets for the fiscal year that begins July 1, that can often be a catalyst for decisions once they get funding, if they get funding for new beds whether it’s in state or out of state. So, we hope to get something still across the finish line in Q3. And actually begin ramping if budgets are appropriated for additional populations. Again, none of that is at our guidance as that is always difficult to predict. But as I mentioned in my script would be upside our guidance if we get something.

Damon Hininger: One other thing, I just e-noted this already Joe, but maybe for the benefit of others. A lot of these new contracts, especially with the new partner, for their benefit and our benefit, it starts very small. It might be for 100 beds or a couple of hundred beds, but over time that could grow to 500 to 1000. So, we always work really hard just to get that initial relationship going and start with a population that they feel comfortable with to get the relationship going and obviously improve our capabilities and show some – what we think will be really good outcomes and then that hopefully grows into a larger solution that we could do for them over time.

Joe Gomes: Okay. And to kind of follow-in on the states. So, there’s been some news out here recently in California, potential flooding. I think it’s big facility there that they have. I think they said maybe 6,000 or 8,000 people that are in that facility in the line of potential flooding. Would you guys have capacity in the state of California? If worst scenario came in California had to move people out of that facility into other facilities in California or California have enough capacity on its own and it wouldn’t – they wouldn’t need the private operators.

Damon Hininger: Yes, good question. I am aware of the flooding impact in a couple of public facilities. I think the secretary or I think soon to be secretary, I think he’s actually going through the confirmation process right now, indicated in the recent testimony within the legislature that they’re monitoring that closely, but I don’t think he sees that as a huge risk here near term. But I guess to your first part of your question, I think, obviously, we’ve got the Cal City facility through . And if for some reason they need that capacity longer-term because of that potential threat of flooding into those state facilities up there, we would make that available. And to the last part of your question, I’m not aware of other facilities where they’d have capacity, but as you know they were severely overcrowded once upon a time.

So, I think if that was a risk and they wanted to use capacity maybe they pulled back on or closed during the last 5 years and maybe that’s available. I don’t think you add to that Dave.

David Garfinkle: Yes, of course, we’ve had out of state populations through relationship with the state of California. If they wanted to pursue that option again, we do have capacity both at the Cal City facility and state, as well as out of state. But right now, we don’t think that’s an opportunity, but we’ll obviously continue to monitor it.

Joe Gomes: Okay, great. And one more if I may. The buyback, congrats on doing some work here, but you kind of Dave talked about, in the past, you really didn’t want to be buying back stock if unless you’re within that 2.25 to 2.75 leverage ratio. You were above that at year-end, ended the quarter above that number, but you still went in the market and bought some more. And again today, you mentioned you didn’t think you’d see the same level although you’d be opportunistic. But with the stock at 20% below where you were buying in the first quarter today, would it still be something where that would be an opportunistic purchases here even though you remain above your goal for debt leverage?

David Garfinkle: Yes, I would definitely be opportunistic. We bought back more probably than we originally expected to when we set our budget for the year during the first quarter. Our balance sheet is in great shape. We don’t have any maturities till 2026. So, I think we thought if we’re going to buy shares why not buy sooner given the reduction in stock price, we thought and still think it’s an attractive purchase price of today’s price. We were, despite the roughly $30 million in repurchases during the quarter, able to reduce our leverage, slightly down from 3.2x to 3.1x. But we’re serious about the leverage at 2.25 to 2.75, so we really want to see clarity, not our ability to backfill the leases at both Cal City and Northfork.

Before we execute further on the share repurchase program at least meaningfully. That’s not to say we won’t buy any shares, but certainly, our cash flow now is going to be prioritized on paying down debt accumulating cash, preparing ourselves for a refinancing of those 26 notes that got to make hold till April of 24, so we wouldn’t expect to do anything at least until then and then maybe not right away. But it’s still, it’s a decent size $615 million. So, we don’t want to find ourselves in a position where we’re a taker of whatever terms we have to take when we want to refinance. So, we’ll be keeping that dry powder again focusing in on the backfilling of the EBITDA that’s currently scheduled to be lost from North Fork and Cal City before we execute anything meaningful in the share repurchase program.

Joe Gomes: Great. Thanks for answering my questions and I’ll pass it along.

Damon Hininger: Thank you, Joe.

Operator: Please stand by for our next question. Our next question comes from Jay McCanless from Wedbush.

Jay McCanless: Hey, good morning. First question I had, maybe an update on the idle facilities and where you stand with either selling or leasing some of those? And then as part of that, could you talk about which of the idle facilities might be available and useful to ICE if they need to increase some of the populations that they’re holding?

Damon Hininger: Absolutely. And I’ll tag team again Dave on this one. This is Damon. We have, I guess, answered your last part of the question first. We have had multiple conversations here from the last two weeks with ICE leadership, again kind of how they’re seeing the world after May 11. And so, they’re clearly doing a lot of scenario of planning not just for addition to capacity, but also for monitoring for transportation or case management. And so, they have a good understanding of our capabilities, but also what we’ve got a bit of capacity wise. So, we’ve gone through with them capacity and a couple buckets. One is, capacity we’ve got within dedicated ICE facilities where they’re the exclusive user of that facility. We’ve also given them updated capacity.

We’ve got where we’ve got shared facilities, where we’ve got maybe multiple state and or Marshals in there, and then also facilities that we’ve got , but we could activate fairly quickly. So, we’ve given a couple of updates on that front probably in the last two weeks real time numbers. So, they know our capabilities and again no kind of time and action plan if we need to activate some capacity. So, those conversations are ongoing. And I think my guess is, as we go into next week and even the weeks after that, that will continue to be discussed on what their needs are, what they’re seeing on the . And then again, what capacity we’ve got available in real time two day, but also what we could make available say in the next 60 to 90 days. Anything you’d add to that, Dave?

David Garfinkle: Yes. As far as selling at existing facilities, as you probably know, despite our successful transaction of the sale of McRae last year, not a lot of prison facilities trade hands and there’s not a lot of buyers and sellers of correctional facilities. We would be open to selling one or more of our idle facilities if the most logical buyer would be the state in which the idle facility is located. You think of a California City Facility, we will obviously have conversations about their desire to own that facility. I would put it on a high probability list, but certainly as they evaluate their needs and structure and design of what they’re looking for, that’s a really good facility that they may need one day. There are some smaller residential re-entry facilities that we are considering for sale.

We closed on one just earlier this week. And they’re not large dollar amounts, I’d say probably in the $10 million range. We could complete this year, but not really in a position to report anything on any pending prison facility sales.

Jay McCanless: Okay, got it. And then you answered my question around the stock repurchase, I guess the other question that we’ve had is generally, especially in the areas where you might need to flex up for ICE? How is labor availability? And in terms of payroll or hourly paid versus where your normal average is now, do you feel like it would have to be more in order to get those facilities ramped up pretty quickly?

Damon Hininger: Yes, great question. We’ve had pretty good success even going through COVID, do have pretty strong applications and low vacancy rates in our ICE facilities. Most of them are at areas where – since it’s under a federal contract and we’ll mark-up wages, they’re well above market. And so, we’ve had great success and this is not just here recently, but historically very low rate vacancy rates within those facilities. So, one kind of play in the playbook is to take our existing facilities to staff up to a level to make sure we can go to 100% occupancy if ICE needs all that capacity available. But there’s also a couple locations where we’ve even got above that where we’ve had really, really, really favorable tailwinds from a labor perspective.

And so, having employees under a nice contract that have the background clearance that can be deployed other parts of the enterprise if we do need to flex up staffing somewhere else, especially for activated facility. We think is a good investment for the near-term. So, not perfect, but I’d say generally we’ve been pretty blessed on the labor front under our ICE facility, if anything you’d add to that Dave?

David Garfinkle: Yes. No doubt there are certainly signs that the labor market is improving. I think you’re seeing that nationwide. We’re seeing it at correctional staff level as well. We’re also finding there’s a constituent group of mobile workforce, if you will, that really enjoy going from facility or location to location that’s proven to be an asset for us. It’s a benefit that the private sector can provide that is more difficult than the public sector where you can deploy staff at facilities that we have throughout the country. So, as Damon mentioned, we’re able to over hire in areas where there’s an abundant labor pool. There may be a group of those people who are willing to transfer to another facility on temporary basis.

We’ve been doing that at our La Palma facility. Obviously, we would want to have more permanent staff to the La Palma facility at the moment. But we’re able to backfill on a temporary basis where we have those needs. And we may have to do that depending on how much ICE needs post Tile 42, at least temporarily bringing in staff until you get a full workforce. But things do seem to be improving. And as Damon mentioned, the wage rates at ICE facilities because their federal facilities tend to be above market. So, those would be attractive employment locations.

Jay McCanless: Got it. Okay, great. Thanks for taking my questions.

Damon Hininger: Thank you.

David Garfinkle: Thank you.

Operator: Please standby for the next question. Our next question comes from Kirk Ludtke at Imperial Capital.

Kirk Ludtke: Hello, Damon, David, Cameron. Thanks for the call.

Damon Hininger: Hi, good morning.

David Garfinkle : Good morning, Kirk.

Kirk Ludtke: Just a couple of follow ups. Damon, you were talking about the likelihood of a population increase in ICE detention facilities. I just wanted to clarify one point. The Biden administration is going to start holding repeat offenders criminally liable in hopes of reducing the number of border crossings. I think I heard that right. And then, you mentioned handing your people to the U.S. Marshals that would offset the lower number of border crossings somehow?

Damon Hininger: Yes. So, the first part of your question, absolutely. And actually what I was reading was – I was actually reading from I should say, the press statement from the Secretary of State – DHS Secretary, they held a conference last week, so they made public remarks in addition to a press release. And so, what you heard earlier is actually their words from that press release. And the second part of your question, , again, Title 8 coming back into kind of full authority after May 11, is that they potentially could prosecute individuals that have become repeat of border crossers and that has not has been done as much under Title 42 because as you know it’s Title 42 someone across, they might add either process that just go ahead to automatically send them back because they don’t want to put them in a facility because of the pandemic.

So, take that as again kind of increased authority back after May 11, so that will be out to one dynamic. The other again, I just want to say again, this is unprecedented, so I’m reading numbers here, but we don’t know for sure until after May 11. But if you have someone that has crossed the border multiple times, there is going to be authority under Title 8, which has been their previous years. Pre-pandemic where someone can get referred over to the U.S. Attorney, and these charge under federal offenses because of repeat offender under immigration laws. And again, if you look at that numbers, if you look at the people that referred over from ICE to the Marshals Service pre-pandemic and I’m looking at the number going back to 2019. That’s the full-year, obviously, before the pandemic.

There was 118,000 individuals that were referred over to Marshals Service and U.S. attorneys under immigration cases. You look at the last year, 2022, that was 20,000. So again, a lot of people were not referred over just because with Title 42, they were quickly expelled back to Mexico or the country of origin. So again, that shows – those are numbers. Again, I want to reinforce. This is unprecedented. So obviously we’ll have to see how all this works out after May 11. But again, what I would say to you folks on the phone, if you’re interested on April 27, there is a fact sheet that was distributed by DHS, and again, it was a joint consultation with the secretary of state. It gives a pretty good overview of, kind of how they’re seeing not what are the needs are going to be after May 11, but steps they are going to take to prepare for the challenges on the can you answer that, Dave?

David Garfinkle: Yes, Kirk. I think, it is an important distinction between what was going on during Title 42 and what historically happened pre-pandemic and what is now going to happen post Title 42 is that consequences for multiple border crossings. The administration has been very clear that the border is not open and then if people aren’t going through the appropriate channels, there will be consequences. And what Damon just described are those consequences for – it makes it a criminal offense to cross the border multiple times and with time served for repeat border crossers. So that is really the main distinction between our policy during Title 42 and post Tile 42 and in addition obviously to the number of people that I think the country expects will approach the border on the post Tile 42 environment.

Kirk Ludtke: Interesting. Thank you. So, would it mean that more people would be – because in the past prior to Title 42, people were being processed, right? They were being processed and the seekers asylum here. So, you think that the – and then I guess revert to the way it was pre-Title 42 people would be processed? Or do you think fewer people will be processed for – to seekers asylum, but more people will be criminally charged. And so, the effect is neutral or…?

Damon Hininger: No. I think, again, going back to my earlier numbers with a couple of recidivism rate, people that have come across the border at least twice in the last 12 months, that has been as high as 40% during the pandemic and again before the pandemic, it kind of ranged anywhere from about 12% to 15%. So the number of people come across the border has increased multiple times, I should say, has increased in the last couple of years. I’d say that number probably is even conservative because again under Title 42, they are the fair amount of individuals that were not even processed. They were just immediately turned back to Mexico or their country of origin. The question no one can answer to say, okay, now after May 11, now that the DHS won’t have that authority under Title 42, how do they triage your people, especially people that are coming across boarder multiple times, do they process them and ICE’s own authority, ultimately go through the immigration process and ultimately potentially use the deportation or again, is there a higher threshold where you have someone has done 5x or 10x trying to cross, they may refer that to over the U.S. Attorney and they may go through federal charges because of that repetition on their part of trying to cross the border.

No one knows for sure exactly how that’s going to play out. The other thing I’d just say that’s obviously important that take this into consideration is, funding. So, we know that ICE has said that they’re running at a deficit this year. The thing that we’ve heard just publicly stated and this is again was the press release and the press conference that the Secretary State and DHS Secretary had last week. The DHS Secretary did say that they have notified Congress in the past week of reprogramming funds within DHS to help support Board Patrol and ICE. We haven’t heard an amount, but it is clear they’re trying to, kind of resources from a dollar perspective help support their needs. But anything you add to that Dave?

David Garfinkle: No, if you didn’t say it, it’s – if you’re not going through the appropriate channels to claim asylum. There’s a 5-year ban for being caught. So that could presumably result in detention time if someone’s trying to cross the border multiple times and that’s where the increase in detention rates comes from.

Kirk Ludtke: Okay. Got it. Yes. There are so many moving pieces here.

Damon Hininger: No doubt.

Kirk Ludtke: Yes. I can understand why it’s difficult to forecast. Just shifting gears, I appreciate that. Thank you. Just shifting gears for a second. Are the state populations stable in your key states? So, Tennessee, Georgia, Arizona.

Damon Hininger: They are. Yes, good question. We’ve been watching it closely and I’d say stable and then we are now starting to see, some say starting to forecast an increase. So, I wouldn’t say it’s all of our states, but it’s a fair amount of our states that are forecasting an increase over the next 5 years. I’d say that’s probably for a couple of reasons, one of which is, no surprise under the pandemic. People that are arrested of a crime, courts were shut down. Their cases maybe weren’t heard in a timely fashion. So, there’s a lot of people that have been awaiting the outcome of their individual case that have been residing in a local jail. In fact, I don’t think I’ve mentioned it last quarter, maybe two quarters ago, but the geo-population nationwide year-over-year was significantly increased.

I think it was almost 15% to 20%. So, there is a large population in the country right now that are residing in local facilities that are waiting for the outcome of their case ultimately if they are convicted in a sense of a crime that they’ll make their way to the department corrections within that respective jurisdiction. And then we have also seen some changes and reforms also going on in around the country. So, I’d say kind of those two things probably lead several jurisdictions to see increase over the next 5 years, but anything you’d add to that Dave.

David Garfinkle: No, nothing to add, Damon. Thanks.

Kirk Ludtke: Got it. Thank you. And then just that leads into the next topic, which is North Fork and David, and I apologize, I got on the call a couple of minutes late, but – so if you’ve already covered this, but what do you think they might be thinking there? Because there’s too many inmates in those two facilities to all fit into great plane. So, I’m just curious what might they be thinking?

Damon Hininger: Yes. Unfortunately, I’m not able to give a lot of color on that right now. We are right in the second discussions with Oklahoma, so it wouldn’t be appropriate. I can answer your question, but it wouldn’t be appropriate because again we’ve got a lot of discussions going on with State Oklahoma. So, unfortunately, we just have to stay tuned.

Kirk Ludtke: Okay. Got it. And then lastly, the – how many inmates in Montana did you say?

Damon Hininger: 120 is what has been reported publicly.

Kirk Ludtke: Okay. Okay. Perfect. I appreciate it. Thank you very much.

Damon Hininger: Yes, sir.

Operator: Please hold for our next question. Our next question comes from M. Marin at Zacks.

M. Marin: Thank you. So, I have a couple of follow-up questions to some of the conversations we’ve been having. In terms of the recidivism rates with the ICE detainees, presumably, if ICE is transplant some of the population to the U.S. Marshals and given your strong relationship with the U.S. Marshals, would that population largely stay within your facilities?

Damon Hininger: Let me answer with the last part first. It has to be seen, just depends obviously where that population manifest. So, if it’s – I’ll see in the jurisdiction where we’ve capacity than that’s possible. But also there’s – I think nationwide there is about 55,000 to 60,000 federal prisoners on any given day under March service custody, we’re only about 8,000 to 10,000 of that total. So, if there is an increase, it could be a case where it’s got capacity, we could be helpful on that front. But again, we only got a certain percentage of the total.

M. Marin: Okay. Thank you. And then in terms of post-Title 42 termination, if the ramp up is faster than you’re currently guiding to or expecting. In terms of your capacity, I just want to make sure that I understand. In addition to having the bed, the available bed, are you also required by regulation to have a certain relative staffing level in place? Like staff to detainee in place? And how are you on that metric?

Damon Hininger: Yes. Good question. Firstly, all of our contracts have embedded as an attachment staffing requirement. And so that’s all negotiated as part of the overall contract with the staffing level is. And there’s regular monitoring and reporting on all part on those staffing levels. So, we do that regardless. On any given day, we’ve done that historically. What I would say, what’s a little different now is that staffing levels that we think could, would be appropriately raised to at certain facilities where we think there’s available capacity and we’ve got indication that the partners may increase their population to take advantage of that capacity, we’ve increased staffing levels as appropriate to meet that future demand.

So hopefully that answered your question. We do have required staffing levels within our contracts, but there are certain locations as we’ve mentioned here last couple of quarters. We’ve gone above that level in certain locations in anticipation increased demand, but anything you’d add to that, Dave?

David Garfinkle : Just that we do have literally thousands of beds available to accommodate additional populations under existing contracts. And then of course, we have some of the facilities we’ve discussed on the call that would be capable for reactivations. Those would take probably 6 months, 3 months to 6 months of ramp time to hire the staff, train the staff, have them go through the background screens that ICE would require to activate them. So, obviously focusing in on the areas and locations where we can immediately take them.

M. Marin: Okay. Thank you.

David Garfinkle: Thank you.

Operator: Please standby for our next question. Our next question comes from Jordan Sherman at Ranger Global Real Estate Advisors.

Jordan Sherman: Thank you. Thank you. Just getting into the wire here. Just a couple of quick ones, I wanted to make sure I understood the comment about DHS’ request to Congress to reprogram funds, that’s the request they’ve already put in to ask to provide more resources to ICE?

Damon Hininger: Yes. And let me draw a distinction here. So, there was a couple of different things that historically agencies can do and departments can do. They can ask for a supplemental. So that requires also an act by congress to appropriate more dollars to an agency during the middle of their fiscal year. That is not what’s going on here. At least that’s our understanding. It’s more of a reprogramming, which is more of a notification from DHS to Congress that they’re going to do this. So, DHS as you know, you got many different agencies within that department. So, it could be the case where they’re taking say dollars that were appropriated for the Coast Guard, which is under DHS and say, we’re going to take some of those dollars and send them over to ICE. That’s what we understand has been notified to Congress DHS last week.

Jordan Sherman: Got it. Got it. So, there’s just some extra money in the budget that they put it in case they need it and they can just – they have the ability to reprogram as long as they let Congress know.

Damon Hininger: Well, I don’t know if they would say that they put extra money in there. I think they would just say, that they’re pulling from other agencies and reprogramming those to all over the ICE.

Jordan Sherman: Okay. I’ll say they have extra money, but they won’t. I got it. Yes. Just I know you want to say much, but what are the options for Oklahoma if they decide – because both you and Geo said because of the cost, we need a higher per diem here and because this doesn’t work for us. What are their options should they not use at one of your two facilities? It doesn’t seem like they have many options except maybe buying your facility and/or leasing it. And running it themselves maybe?

Damon Hininger: It’s a good try. I wish I could give you more color. But we’re right in the thick of the conversation local.

Jordan Sherman: Then just, How does the restrictions on the facilities work currently? And how does that change once they’re lifted – the COVID restrictions?

Damon Hininger: Yes, great question. Kind of simply what ICE did and again, this is in consultation with CDC, so no surprise there, they put caps on occupancy, which generally wasn’t, I think universal, but generally was at around 75% of a rated capacity of the facility. And there was a couple of facilities. We don’t have any better results. A couple of facilities that maybe had specific court litigation that actually set caps too. So, it’s our understanding. Again, this has not been definitively stated, but it’s been, kind of reported publicly that it’s in – with the Title 42 going away on May 11, one of the things that would be going away is these caps on occupancy. And so that would be obviously be notable because we’ve been under these caps, I guess, almost three years going back to 2020. ?

David Garfinkle: During the pandemic, they would set the caps at individual facilities based on the rate of COVID cases in the vicinity of our facility. Those have gotten better obviously over time as COVID rates have gone down, but as Damon said, once COVID – and come May 11 of public health emergency is declared over, we don’t expect to have any occupancy restrictions.

Jordan Sherman: Right. I mean ultimately there’s no basis on which to have them anymore once the public health emergency goes away. I guess that’s – and that’s certainly the quickest and easiest because there’s still facilities at which you guys have that are still under the guaranteed minimum?

Damon Hininger: Yes. Yes. We’ve got a couple.

Jordan Sherman: Yes. So, I mean, so that’s the easiest – and ramping up people in those facilities minimum aside, is there easiest options for incremental capacity, right?

Damon Hininger: Yes, I think that’s right. I think that’s exactly right.

David Garfinkle: Well, whether they have a guarantee or not, it’s where they have an existing contract, it’s the easiest place to increase utilization. Yes.

Jordan Sherman: Understood. Yes, yes, I meant that more broadly. Thank you. Okay, terrific. Thank you.

Damon Hininger: Thank you.

Operator: Please stay on the line for our next question. Our next question comes from Ben Briggs at StoneX Financial.

Ben Briggs: Hey, guys. Thank you for taking the time to answer all the questions. So, I know you’ve gotten a ton here on Title 42. So, forgive me if I – if I’m being repetitive here. So, the first one I have here is, how long does it take to get a facility online once ICE has given you the thumbs up that they’re going to need it? So, let’s say on for illustrative purposes on May 11, they say, okay, we need x number of beds at this facility and that facility is not currently using those beds. How soon could you be staffed up and have the facility prepared to start accepting individuals?

Damon Hininger: Absolutely. So, again, facilities that have basically ICE’s exclusive user, where you’ve got capacity, I mean that could be immediate. Because again we’ve been staffing knowledge as a minimum standard in the contract, but above that level. So, I’d say those facilities can take population immediately. Facilities where we’ve got maybe share populations, say with another state jurisdiction or the Marshals Service, we’ve given indications to ICE here in the last couple of weeks on that capacity, how quickly we could ramp up? And I would say, it’s almost immediate. I mean there may be a case with you where it may take a week or two, but we could go pretty quickly on those. Facilities where we don’t have any operations today, it’s varied.

Certain locations, we’ve kind of went through location by location with ICE recently. But I would say, generally it could be anywhere from say 60 days to 6 months, depending again on the location and what resources we could deploy pretty quickly to activate. Is there are anything you add to that, Dave?

David Garfinkle : No, that’s right. I agree.

Ben Briggs: Okay, great. That’s very helpful. And then the next question I’ve got is, when you guys are thinking about this. Obviously, I know that Title 42 and any upside from that is not baked into the guidance that you’ve given out right now. But obviously in, kind of in the very near term as Title 42 is lifted a week from today, you’re going to have a little bit more clarity into what kind of demand that’s actually going to drive. When do you anticipate updating guidance for that you’re going to have? So, do you think it’s going to be in the second quarter? Or do you think you guys are going to wait until third quarter possibly next year in order to have better clarity so that you, kind of think guidance?

Damon Hininger: Well, good try. There’s really no answer there. I mean, our intention would be. I think our intention would be second quarter. I mean, if this stuff isn’t – we’d obviously consolidate as appropriate internally and with legal counsel. But sooner to that, or second quarter.

David Garfinkle: Yes, second quarter earnings in the third quarter. Yes. So, we wouldn’t put out anything unless Oklahoma changes the situation, we may or may not update guidance for that. But as far as Title 42 goes, yes, I agree probably wouldn’t occur until August, early August is when we will typically report our second quarter financial results. You will see, I mean, ICE cost detention bed on their website. So, it won’t be a secret for how many beds will be detained nationwide and we typically follow the program up correlation with overall detention beds. So, we’ll consider that as well. And you should consider that as well, I should say.

Damon Hininger: Yes, that’s a good point that the public reporting on ICE data had gotten better and better and also more frequent. I think it was – used to be quarterly and now – and then monthly and now it’s almost every two weeks. So, yes, that will be a good data point here in the summer to look at.

Ben Briggs: Okay, great. That’s all for me. Thanks very much guys.

Damon Hininger : Thank you.

Operator: Thank you for your question and your participation in today’s conference. This does conclude the program. You may now disconnect.