CoreCivic, Inc.

Good day and thank you for standing by. Welcome to the CoreCivic first quarter 2025 earnings call. At this time, all participants are in a listen only mode. After the speakers presentation, there will be a question and answer session. To ask a question during the session, you'll need to press star 11 in your telephone. You'll then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. 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.

Thank you, operator. Good morning, everyone, and welcome to CoreCivic's first quarter 2025 earnings call. Participating on today's call are Damon Heinegger, CoreCivic's Chief Executive Officer, Patrick Swindle, CoreCivic's President and Chief Operating Officer, and David Garfinkel, our Chief Financial Officer. We are also joined here in the room by our Vice President of Finance, Brian Hammons. 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 will 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 Martha 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 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 Heinegger. Thanks, Mike.

Good morning and thanks everyone for joining us for CoreCivics 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 Garfinkel, 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 .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. February 27th, we announced contract modifications for our 2016 bed Northeast Ohio Correctional Center in Youngstown, Ohio, our 1,072 bed Nevada Southern Detention Center in Frump, 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 5th, 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 priority. The term of the amended IGSA, which expires in March of 2030, and it 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 10th, 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 9th, 2024. We did not operate the Dilley facility from August 9th of 2024 until the resumption of operations at the facility on March 5th, 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 hardworking 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 course of it to begin activation efforts while we engage collaboratively with ICE to negotiate and execute a longer-term contract. On March 7th, we commenced a letter contract at our ,033-bed Midwest Regional Reception Center in Lemworth, Kansas. On April 1st, we signed a letter contract for our ,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 capbacks 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 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 7th document, titled Justification for Other Than Full and Open Contracts, ICE cites a need for nearly 100,000 beds based on the Lincoln-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 moved 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 budget reconciliation process. Republicans are currently aiming for reconciliation by Memorial Day, but that could slide to July 4th. 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 28th, 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 three times 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 House 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 that are 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 we expect will be under contract. So we continue to have an 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 state side, 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 ,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 ,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 -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 1st. 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 Scundell for an overview of operations during the first quarter.

Patrick. 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-goal quarter. Occupancy has been on an upward trajectory since early 2023, when it suited approximately 70%. This quarter also showed a -to-month trend in improving occupancy, with increases in ice detention population levels beginning in late January. Federal partners, primarily Immigrations and Customs Enforcement and the US Marshals Service, comprised 48% of CoreCivics 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 US Marshals Service, our second largest customer, was essentially flat year over year, though we believe the US 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 its 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. CoreCivics share of the total detention population is remaining 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 5th, we announced the resumption of operations at the ,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 5th. The fixed revenue 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 in 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 1033-bed Midwest Regional Reception Center, located in Leavenworth, Kansas, has begun preliminary activation steps under a March 7th 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 17th, and 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 ,560-bed California City Immigration Processing Center in California City, California, under a letter contract signed April 1st, 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 7th, and we've 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 .2% compared with the prior year quarter. This increase is a result of higher premium rates and higher occupancy from our state government partners, as well as contributions from additional contracts with Montana that commence 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 Tallahassee County Correctional Facility in Tupwilder, 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 improve 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 Core Civics' 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 as well operationally to maintain the trust of our partners, to manage our higher population needs, and respond swiftly to new opportunities. Core Civics' 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 and 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, return their focus to successful reentry in order to curb the recidivism challenge. In conclusion, Core Civic is well positioned operationally to serve our government partners' growing needs. The long-return 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 in 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 Garfinkel, 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?

Thank you, Patrick, and good morning, everyone. In the first quarter of 2025, we generated net income of 23 cents per share and FFO per share of 45 cents, both exceeding average analyst estimates by 10 cents 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 .7% and adjusted EBITDA increased .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 two cents, and normalized FFO per share decreased a penny. These year over year declines resulted from the termination of our contract with ICE at the South Texas Family Residential Center, effective August 9th, 2024, and a lease expiration with the state of California, effective March 31st, 2024, at our California City Correctional Center. These terminations combined for a decrease in facility net operating income of $22.6 million, or 16 cents 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 5th, and accepted our first residents at this facility April 9th. Further, on April 1st, 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 investing, and certain payroll tax credits aggregating four cents per share, which compares to a two-cent income tax benefit associated with stock-based compensation investing in the prior quarter. Our capital allocation strategy contributed to increases in per share earnings, aggregating approximately three cents 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 1st, 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 with .6% in the first quarter of 2025 compared to .7% in the prior 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 .2% in the prior quarter. The increase in our operating margin excluding the Dilley facility was due to an increase in occupancy from .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 31st, 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 31st, we had $131 million available under the board authorization. Our leverage measured by net debt to adjust at EBITDA was two and a half times using the trailing 12 months ended March 31st, 2025, right in the middle of our target range of two and a quarter times to two and three quarters times. As of March 31st, 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 83 cents to 92 cents, up from 48 cents to 61 cents 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 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 5th. 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 2400 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 ,033-bed Midwest Regional Reception Center and our ,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 at 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 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 to $65 million on maintenance capital expenditures during 2025, unchanged from our prior guidance, and nine to $10 million for other capital expenditures up slightly from our prior guidance. Our 2025 forecast also includes $65 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 2.25 times to 2.75 times. 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.

Thank you. At this time, we will conduct the question and answer session. As a reminder, to ask a question, you will need to press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster.

Our first question comes

from Joe Gomes with Noble Capital. Your line is open.

Good afternoon, gentlemen. Congrats on the quarter.

Hey, Joe, thank you so much.

So I wanna 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?

Definitely not hiding any more on you, Joe, but I guess 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. And so they kind of pulled this tool out of the toolbox here earlier this year to basically get these facilities under at least the protection for ICE so they can get these secured 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 gonna need them, they know they're gonna get additional funding through reconciliation to support the contracts. And also 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. Anything you'd add to that, Dave?

I mean, the two letter contracts that we have, we have 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 becoming available at the end of March of last year. And that's in a strategic location. So a great facility for ICE could potentially even be used for the US Marshall Service. But 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 in the letter agreement with Cal City.

One thing I'll also add, Joe, is that, again, I've been with the company almost 33 years, almost 16 years as CEO. I've never seen the intensity and activity of the I&ISIS part to secure capacity. Again, these letter agreements are a new tool that we're utilizing again to, I think, secure these beds, again, with Cal City and Midwest. But we have also seen, I mean, they've toured a lot of our facilities that are not under contract. Capacity we've got in Colorado, capacity we've got in Oklahoma, capacity we've got in Tennessee. I mean, really all over the country, they've expressed interest in some way or another, not just in the details of each facility and the capabilities, but actually making efforts to tour the facility, see our capabilities, see maybe some capbacks that could be deployed to be able to put not only additional transportation assets in place, but also maybe courts and other services to help support the mission. So a lot of activity is the bottom line.

Okay, and then the additional 25 million capbacks that you announced, how many more facilities could that stand up?

Yeah, that's a good question. Yeah, good question, Joe. I mean, we're kind of leaning forward on almost all of our idle facilities at this point. At the beginning of the year, we kind of targeted the priority locations that we thought would make the most sense. So we've obviously expanded the number of facilities that we're investing in to have ready. They obviously, depending on how long they've been idle, have different levels of capbacks. You know, I wouldn't necessarily say that's the total capbacks that we would end up spending on them, because we're leaning forward at different levels as well. So I don't know if that number's an additional 25 million, or maybe even as high as 50 million, if we were to activate all facilities and incur all the capital expenditures necessary to reactivate them all. But we are certainly leaning forward on more facilities than we were last quarter, just due to the confidence that we have in our ability to reactivate these facilities. And that's not just for federal. I think that could include potential state contracts as well. So we want to position these facilities to be available for the next customer that would use them.

Okay. And then, you know, one of the things that either has been in the news, you know, was the use of some soft-sided facilities. There was the Fort Bliss, you know, on-off type of contract. What would your guys' appetite be for, you know, either putting together or managing one of these types of soft-sided facilities?

Yeah, great question, Joe. And the bottom line is we're very interested. We're very interested. We've been monitoring this very closely. You've probably seen the press. I think they're talking about, you know, potentially 10 military reservations around the country that potentially could be good sites for that type of solution. We think this type of solution they're looking for is something that we're very capable to provide. You know, as you know, with DILLI, you know, we just, again, reactivated it in 31 days. But going back 10 years, when we first opened that facility, we basically had to do that. We had to work quickly with Target to provide the CAPEX, get the campus configured and operate very quickly. And I think we did it within, I think, probably 80 to 90 days. So we've got the capability to provide something very quickly that they're anticipating on some of these military reservations. I also say that in addition to our experiences at DILLI, you know, we've got obviously great capacity and ability to do transportation that may be needed on this site. It's also very consistent with what we do on the detention side with our other facilities. But also, again, we've got the capability to do it very, very quickly. I talked about DILLI, but also we've been asked by ICE from time to time to help with natural disasters, you know, depopulate a facility very quickly when a hurricane's coming. So that's a long way of saying we've got the capabilities that they're anticipating they'll need for these solutions on these military properties. The only other thing I would just say is that every procurement, every RFI, every survey or resources site that we've seen from ICE here in the last 90 days, we've expressed interest in one way or another. So again, you asked specifically about BLIS, but obviously a lot of activity going on around the country for unique detention solutions, either existing facilities, which obviously, again, we've had a lot of success already with all the facilities we just announced, but maybe some other unique solutions they want in other parts of the country. But anything you can add

to that, Dave? Just that obviously our priority would be on our idle facilities and maximizing the utilization of our facilities, but 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 some other solutions that, as Damon just mentioned, we'd be interested in and could provide and could put up fairly quickly as

well. Yeah, one other quick thing, I'll allude to this in my comments, Joe, but we've got a lot of real estate around existing facilities that maybe would be suitable for expansion too. So if there's a certain location in the country where ICE is saying, you know, your facility in this location is 2,000 beds, can you add another 250 very quickly? That's part of the analysis that we're doing. And again, that could be a kind of a short-term expansion consistent with these types of facilities that are anticipated for these military reservations. So again, all the different solutions we're bringing to bear are based on what their needs are and where they need those beds at.

OK,

great,

thanks. I'll let someone else ask a couple of questions. Thank you, Joe. Thanks, Joe.

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

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, I guess. Could you give us maybe some preliminary idea of what revenues you might be able to generate through doing more transportation work for ICE?

Yeah, probably a little hard to put it into words, but we can put a number to it. We can maybe talk to you offline and give you a ballpark. But the way we thought about it is, you know, places like Cal City and Leavenworth, we know kind of historically what the needs are based on the number of beds for capacity, need for transportation. So we've just basically done that analysis. So anyway, it's a long way of saying we probably won't get clarity on that until we kind of finalise some of these contracts like Cal City and Leavenworth. But again, we can work with you a little bit offline and give you at least a ballpark.

OK, that sounds great. And then also wanted to, you know, you guys talked about looking at some different facilities. You know, and your partner, you guys have partnered with Target Hospitality, I guess. Is PECOS one of the ones that you guys might consider purchasing and or, you know, what other facilities might you be looking at at this point?

Yeah, probably be a little inappropriate for me to give a lot of clarity on that. We, again, we often know the market really, really well. And so we basically have surveyed facilities that are available that may be a newer in construction that would be consistent with type of mission. So I wouldn't want to necessarily say we're looking at these various facilities around the around the country for obvious competitive reasons. But again, we're we've got a great real estate team that's now looking at, you know, potentially what's available, maybe on my local or city or county governments. But also, again, obviously talking to Target about their capabilities of what they have at their various locations. But any to get to that, Dave?

No, I going back to the transportation question, I was thinking about that further. A lot of our negotiations are including the transportation services in the existing detention contracts, so they're not necessarily separate and often built into the per diem. But we are seeing certainly an increased need for transportation services in connection with those contracts.

That's great. And then the last question I had, you guys said the prepared comments that BOP is starting to get more active on the community side, I guess. What anything you can tell us there? Have you seen any more push out of hand bonding or justice in terms of the First Step Act?

Yeah, great, great question. It's been, I think, two weeks that the BOP has announced a new director, a gentleman from West Virginia. And I think he's been in the early days just getting his leadership team in place. So I think he's still got the position field at the senior leadership level at the BOP. So it's our it's our belief that probably in the coming days and weeks, once he gets again his leadership team in place, they've got a got a plan on what they want to do now in the community side, but also maybe on the secure side that they'll start making those kind of priorities and goals known out to the to the private private sector. We understand that there's been some work on that already. But again, it's just been announced with the new director. And like I said, he's getting his team in place. And like I said, we'll probably know a lot more over the summer leading up to our call in August on kind of where the direction is. But we do feel like back to your kind of initial part of your question, we do feel like there's going to be a big push by this administration and DOJ leadership to really supercharge the capacity that's available in the private sector for community beds to, again, really fulfill the goals and the intent of the First Step Act. I don't know if you think you'd add to that data. Yeah,

I think potentially in the secure side, too, you know, it's well documented they've had challenges with their infrastructure. It's old and outdated and they've had some staffing challenges. So we think we provide a great solution to to be able to provide additional services to the to the BOP in our correctional facilities like we did years ago. It's cost effective as well. So we're optimistic that that can be an opportunity, at least in the medium term, maybe not tomorrow, but in the medium to long term, certainly.

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

Yes, sir.

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

So in your prepared remarks and now in the Q&A, you've mentioned, you know, some of the competitive advantages that you see with your facilities versus other options for government partners, you know, newer infrastructure, more modern amenities, I guess, and cost effectiveness. So in terms of your ability to negotiate, you know, higher per damn, how much room do you think you have before that cost advantage might, you know, go away?

Well, it's a great question. We watched, I mean, we've been doing this for years where we watched really closely on what the rates, you know, city and counties negotiate with the Marth Service and ICE. So obviously, we look at that as a kind of a not as a benchmark, but just obviously want to appreciate, you know, what certain jurisdictions are charging ICE and Marth Service and certain geographical locations in the country. So that's one data point. And then the second thing is, you know, really what the scope is. And so, you know, ICE, you know, they may want attention capacity, but they also may want transportation or they want, you know, a specialized medical component that's got an infirmary beds. And so, again, we kind of put all those pieces in place and look at the total cost. And if you look at even those where we have a more comprehensive level of services, I mean, we're still very competitive to the alternatives, both the city and counties can offer, but also what the federal government could do that sell, especially if they're buying beds from the BOP or other other agencies within the within the federal government. And then, you know, there's been some discussion, as you know, about, you know, maybe capacity outside the US. And if you look, you know, look at those numbers, I mean, we are really, really, really cost competitive. And again, higher quality, great audit scores, more effective logistically for transportation and obviously a lot less likely to get challenged from a legal perspective relative to our capabilities and the services we provide. I don't think you got to that, Dave.

Yeah, where we already have the capacity to challenge with some of the other solutions being proposed is they intend on them being temporary. And so you have to recover that cost of cost of activation and cost of infrastructure over a short period of time, which adds to the challenges in in in providing a competitive per diem compared with our traditional detention capacity where the beds are in the ground already built, paid for, can ramp staffing fairly quickly. So I think that will continue to be a competitive price advantage.

OK, thank you. That makes sense. One more question, which is the three facilities that you're currently in the process of reactivating or you've already, you know, started on boarding people are in three different states, right? Texas, California, Kansas. And you talked about how the all three facilities are strategically located, I think, specifically for ISIS needs. If you look at your overall portfolio, the facilities that are currently idle and you're thinking in terms of, you know, you've been talking about the Kansas, you know, Midwest Regional Reception Center for quite a while. So you knew, you know, for a while that was a strategically located facility. If you look at your portfolio and specifically look at idle facilities, are there any others that jump out at you in terms of, you know, the location as being particularly attractive for ICE and then potentially other government partners?

Yeah, that's a that's a great question. I'll tag team here a little bit of Dave on that. But I'd say the three locations that I think for me are top of mind that I think would be most attractive to ICE is one, our facility northeast of Memphis here in Tennessee. So right there on the border of Memphis and Arkansas is about a 600 bed facility. And I think ICE would find that very attractive just because of proximity to Memphis and obviously the transportation hub there with I-40 going through through Memphis. So that'd be one. Second, this is an obvious one, but Oklahoma, I mean, such relocated period. So our capacity at both our Diamondback facility and our Norfolk facility, which, again, right there on I-40 west of Oklahoma City. Oklahoma City usually is a very big hub for air transportation for ICE and Marshall Service. So checks a lot of boxes with those two facilities. And again, I think both of those will be very attractive to ICE. And then the finally, I just say the capacity we've got in Colorado, I think having beds out west that are not all the way over to the coast in California where they could service the needs of Salt Lake and Denver and even some of the needs out of Wyoming, Montana, makes our kit Carson and our work facility is very attractive to ICE. So I'd say those are probably the next ones kind of top of the list. You know, we also got capacity up in Minnesota with a Prairie facility. That could be a good solution if they are activity more, you know, kind of mid to long term for ICE on the northern border. So that would be a great location. And then we do have some incremental beds in Kentucky that are maybe a little lower on the list, but I'd say Tennessee, Oklahoma, Colorado. I think they're probably the top three locations where we've got capacity. I think we'll be very attractive. But anything you add to that, Dave?

Just the beds in Oklahoma, they're sizable, they're scaled. So Diamondbacks, 2160, North Forks, 2400. So those are very large facilities. And when you get large facilities like that, if they if they need that type of demand, if the demand is there, can certainly offer a more competitive per diem compared with a smaller facility where per diem could be wouldn't be able to compete as well as a large facility like those two.

OK, thank you very much.

Appreciate your question. Thanks,

Em. Thank you. Our next question is from Greg Gibbis with Northland Security. Your line is open.

Hey, good morning, Damon, Dave, Patrick. Thanks for taking the question. Congrats on the quarter. Yes, we're asked, you know, on the puts and takes, I guess, of the 48 million dollar EBITDA range increase at the midpoint, Dili obviously being the primary one, but could you maybe discuss the drivers or pieces of the increase in your guidance assumptions?

Sure, I'll take that one, Greg. Certainly the Q1B was like I think we were 13 million higher than our internal forecast, 10 million higher than average analyst estimates. So that's obviously being carried through that. You mentioned the Dili facility that will be ramping up. So we don't get a full run rate until September or really a full quarter until Q4. But also, I'd add the population increases we've seen if you looked at January, February and March, particularly ice populations, they increase sequentially each month. So we're kind of carrying through those populations that we saw in March, expecting them to sustain throughout the remainder of the year. So those are really impactful as well. On the expense side, you know, I'd say probably status quo on the expense side. We didn't build any additional cost savings in for the rest of the year. That's where, you know, we've we've we've normalized expenses for the most part. Particularly, we continue to refer to the pandemic years. So I think those are really at a good level these days. And so didn't necessarily see a lot of opportunity for cost savings going forward. Where there could be potential opportunities in the guidance, as we mentioned, you know, the Midwest Regional Reception Center and the Cale City facility. The longer term contracts are not baked in. I think we took a fairly reasonable approach on per diem increases, particularly from state customers. They don't kick in until July. That's that's not coincidentally the same month where we provide wage increases to our staff. So we'll we're in discussions with most state legislatures right now, our legislators are in session. And we'll see where we can come out on that. There potentially could be upside with per diem increases there. But but that's that we won't know that for another couple of months.

Got it. That's helpful, dude. And, you know, guessing there's nothing specific that you can share here. But do you have a general sense of the timing of when the letter contracts are expected to be finalized via a formalized contract? Like, how long would you expect maybe that negotiation process to take? And do you think it would have to be post budget reconciliation?

Yeah, great. Another great question. And I'll tag team with Patrick on this a little bit. But both of them are progressing pretty darn well. We got, I guess, the template of the actual contracts on both locations, I think within the last 10 days. And so we're thumbing through it and making notes. And so there'll be probably some back and forth on the contract itself. And I'm sure a fair amount of revisions as we go back and forth. And then that usually leads into probably a face to face or a couple over the phone or both negotiations as the finalized term. So hard to say today exactly the the the timing. But I think it's going to be days and weeks, not definitely not months. And then the second part of your question, I think there's I think there's a chance we get these done before reconciliation. And again, I think part of the rationale and getting these letter contracts is that they didn't want to miss this moment in time to get these two facilities. And again, it would surprise us if we get maybe another letter contract or two prior to reconciliation to where they again, they can kind of put their you know, get their hands on the on the capacity and on the facilities as we work on a parallel path on the contracts. But Patrick, let me let me let you kind of add or amplify to this.

Sure. Thank you, Damon. Thank you for the question. I'd offer two additional thoughts. One of them is normal activation for a month of facility would be one hundred and twenty to one hundred and eighty days. And so the value of a letter contract is it really allows us to go fully into activation mode for those facilities. And over the six months, we're under the letter contract agreement, put ourselves in a place where when the final agreement is in place, we're able to begin ramping the facility operations very quickly. In other words, we we can be ready for receipt of the first group of detainees, even advance of the end of the six month letter contract. So it really accelerates the timeline under which we can prepare. We we are pacing ourselves during the letter contract period that we are working toward being fully activated so that when the final agreement is in place, we're ready to immediately begin supporting our customers' needs. So that's certainly a key focus of us. And it's a benefit of letter contract structure. Second thing I'd mention is letter contracts are only one mechanism that ICE is using presently to solicit beds. And so we've talked a lot about letter contracts and the potential for activations under letter contracts. But there also are other mechanisms that we can use as well to activate facilities. And so I think, you know, certainly that is one pathway toward a contract and activation. There are also others that are available to us as well. And so each individual location may have specific intricacies that may require one pathway or another. But we're very well prepared, whether it be under a letter contract with a six month ramp or another mechanism that might allow us to also activate very quickly.

Great. Really appreciate the color there. And I guess lastly, because I don't think it was touched on yet, could you provide an update on how you're thinking about the potential rebidding of the ISAP contract and positioning CoreCivic for that and maybe anything you've heard on it?

Yeah, thank you for that question. I obviously heard what Gio said yesterday on their call and they mentioned maybe a one or two year extension. We haven't heard two, but we heard maybe there was going to be a one year extension and obviously waiting the timing on the RFP. But, you know, I think we've made it very clear we've been preparing ourselves for the last couple of years for the rebid of this contract. We've got the capability. It's something that we do already in our community division. So we continue to get ourselves prepared for not just the needs relative to the contract itself, but also getting ourselves aligned with the appropriate technology and third party providers to help support our proposal. So again, we're watching very closely, I think, in this environment, especially when you've got Doge and others looking at most cost effective solutions for government, we think introducing some additional competition for innovation and cost effectiveness would be value added to the federal government. Anything you add to that, Dave? I

think it covered it, Damon.

Got it. Thanks very much.

Yes, sir.

Thank you for your question. One moment. Our next question is from Benjamin Briggs with Stonics Financial.

Your line is open.

Hey, guys, thank you for thank you for holding the call and taking the questions. A lot of mine got answered, but I've got a couple left here. So I think the last guy asking questions brought up the question. I staff and the monitoring contracts. So how many individuals are you monitoring under ISAP as it stands?

Well, we currently don't have a contract with ICE for ISAP. That's again, completely under the contract that Geo and B.I. has got at the moment. So we've got we've got contracts, but with other other jurisdictions.

OK, so I guess under under that's what I'm referring to under those jurisdictions. How many how many individuals are you are you monitoring?

Oh, keep me on here, Dave. I want to say it's probably 20 to 30 thousand.

Yeah, I was thinking more towards the 20 thousand, but it may have grown. So, yeah, that's probably about right.

OK, got it. What is your ability to ramp there? Would there be kind of a long process? Would you have to get additional infrastructure or is it a relatively fast ramping period?

It's relatively fast. And again, we've been watching this disagreement and this requirement for gosh, probably going on six, seven years. And so we've got to get into capabilities. We know that there would be a requirement to very quickly provide office space in certain locations where they've got, you know, great or high utilization. So again, we know those locations. We know where we have to kind of ramp up leases for probably storefront office space. And again, from a from a staffing perspective, we feel like we can do that both in our community division, but also probably pull some folks from our safety division on the eyesight to help support that activation. So so, yeah, we've got we definitely got the capabilities and we've got the we've got the plan that, you know, we get some of that contract going forward. Again, we've got the plan where we can scale up a ramp up very quickly. But anything you add to that, Dave?

It's something we do differently. So in our monitoring subsidiary, we use a teaming agreement with a third party to provide the devices. And we've checked in with them to make sure to ask them how quickly they could scale up. And we don't have any concerns about scaling up to the size that would be certainly under the current ISAP contract or potentially larger. So we're very comfortable with our ability to scale there.

OK, got it. That's very helpful. So it sounds like it's mostly kind of offices and some administrative stuff. The technology is already in place.

Yeah, correct. That's a good way to frame it.

Got it. Understood. Thank you. So moving on again to some of your, I guess, growth opportunities, I think you said that you've got nine facilities with a total of 13000 beds that are that are idle. If those were all activated, can you can you ballpark for me what the total incremental revenue might be?

Well, I'd say no. I go back into that. But I think last call, we said it was probably, you know, anywhere from 250 to 275 million. We've activated a DILI, you know, probably not putting any further pen to paper. It's probably, oh, gosh, the 200 to 225 million in EBITDA. As well, if we activated all of them at this point, that would be the total. See the upside.

OK, got it. 200 to 225 million of EBITDA. That's helpful. And then as far as and I know, Guy, I know that you got some questions earlier, but I'm going to try to ask it in a different way. As far as timing is concerned, I know it can be unpredictable. There have to be budget appropriations and you're waiting for some government signoffs. But as far as what the pace is for a ramp, when do you think is a fair time to model to you guys hitting, call it a run rate peak EBITDA? Do you think by, you know, second half of 2026, it should be realized? Do you think it might take a little longer, potentially faster? How is it that you guys think about that?

Yeah, let me tag team with Patrick on this a little bit. But I would say let me, I guess, talk about kind of the coming days and weeks and kind of key milestones. And so we've talked about off the contract with Dilley, we've talked about the letter contracts leading to permanent contracts on Cal City. So those feel like on those two probably will get finalized again as we go into summer, maybe early, early fall. Additional contracting actions. Again, I talked about our capacity in Tennessee and Oklahoma and Colorado probably be in the next round of most attractive capacity to ICE. It feels like we'll get additional engagement on that again in the coming days and weeks. I don't think reconciliation has to get done for them to engage on us again. I wouldn't be surprised if they call us tomorrow and say, hey, we're ready to do a letter contract on name of facility Diamondback. But we do feel like that reconciliation will then will be a catalyst, especially to get if it's a letter contract going into a permanent contract. Because I think, again, they'll want to start showing activity in the third or fourth quarter of having this capacity available as they kind of ramp up the rest of the part of the infrastructure again, especially around law enforcement and other assets they've got on their side that are probably come from the funding. So a long way of saying that, yeah, it feels like that if reconciliation gets done. And I'll just say, again, I don't have anything unique to offer on this call. But if you just listen to the media on any given day, it feels like all leadership in Congress, House, Senate, and obviously the White House are focused on getting this done, ideally by the 4th of July, definitely the August recess. So it feels like, again, the momentum is there on the funding side. And again, I think that'll be on a parallel path on all these contracting activities. But Patrick, let me let you kind of add an amplify to that.

Thank you, Damon. The only thing that I would add is I think a lot of your question depends on where peak demand ultimately stops. In other words, what is the ultimate aggregated bed number when you look across all the alternative solutions that we can provide? So whether that's the utilization of our existing capacity. I know that was the question that was asked previously, whether that would be the work that we're doing with our partner Target to look at solutions that might be in non-traditional or soft-sided type structures, could be additional capacity related to opportunities currently contemplated for military bases. So I think in some respects, there's a lot of dependency on where peak demand ultimately settles out as to what the timing might be, because it certainly could extend beyond second half of 2026. But I would say just thinking about the timeline around activations, when we expect full funding will be in place, I think second half of 2026 is a reasonable assumption for when we could hit peak EBITDA run rate based on the demand level that ultimately presents.

All right, that's very helpful. I appreciate that. Thank you for taking the questions and congratulations on the quarter.

Yes, sir. Thank you.

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

Well, thank you, everyone. Appreciate the call and for you staying late. I just had a, you know, assuming let's assume that there are zero border crossings, no funding limitations. What is the relationship between the deportation rate and the number of beds? So in other words, you mentioned a million a year, you mentioned 100,000 beds. Is that roughly the relationship there?

Yeah, that's what and I think I heard Tom Holman say that again this morning on one of the morning shows, but that's the near term goal is 100,000 bed capacity and a million deportations on an annual basis. And so I think we mentioned on the last call 100,000 feels like kind of the new base going forward. Again, we'll see what happens with funding through reconciliation. But at the moment, it feels like a pretty good number. Patrick, I don't know if anything you'd add to that. Nothing to add, Damon.

Great. Thank you. And do you have a sense for when they'll get to a million, a run rate of a million a year?

Oh, I don't think I've heard and I don't think they've expressed that in the press. Again, I'm sure part of it is also through reconciliation, the additional funding they'll need for staffing for law enforcement and processing case managers, whatnot. So I'm sure they've done that scenarios on their side of the fence relative to that. But I have not heard a ramp plan.

OK,

got it. Thank you.

Libya was added to the list of foreign locations, and I suspect that these foreign locations are serving a different mission. You don't really view them as competition, but how should we think about those?

Yeah, exactly right. We don't see them as competition. And I think there's probably strategic and political reasons why some of those locations make sense. But again, for all the reasons we've talked about, you know, 42 years of business, highest quality, best audit scores, logistically more favorable, where obviously not only just location wise, but we can provide provide transportation and less likely to get challenging courts, which, you know, we're seeing that obviously play out more and more here in the last few weeks. So so yeah, don't see it as competition.

Got it. I appreciate it. Thank you and congratulations on the quarter. Yes,

sir. Thank you. Our next question comes from Jordan Himowitz with Philadelphia Financial Management of San Francisco. Your line is open.

Thanks, guys. Couple of questions. If the numbers you're talking about come to fruition, it seems like in the second half of twenty six, you guys 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 two to two and a quarter, are you?

No, no, that's right, Jordan. You know, dividend, we have not had a lot of conversations lately with our board or quite frankly, with with investors about a dividend, because we think the the share repurchase is more compelling at this point. But if we were to, you know, execute on a number of contracts and the stock price response, obviously, we don't want to overpay for shares. So at that point, a dividend might make might might make sense.

OK, second question, you've spoken incredibly favorably on TH during this call and especially in a number of joint ventures with them. Would there be a possibility of an interest in them as an M&A candidate? They were approached by a different private equity, but might that potentially fit with with your M&A potential list of things?

Oh, wow. What a direct question, Jordan. This never crossed our mind. They're a great, great partner. And I'll say it's not something that we've talked about or have entertained. So I appreciate the question, but it wouldn't be appropriate for me to provide any additional feedback on that.

OK, and last question is, how big do you think the ISAP business has to be for a government to entertain two people splitting the contract versus one?

Oh, that's a great question. And I don't think they have to. I don't think they have to grow. I mean, I think there there could be a path forward where, you know, they say, OK, we want to introduce a little bit of diversification with with providers in anticipation of growth. But I think it could be what it is today. Allow for two providers. And if they do think there's going to grow, then I think having two providers that could help with the scale of that growth would be, I think, a good idea on the government side.

OK, thank you.

Yes, sir. Thanks, Jordan.

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

Thank you so much, operator. And before I let you all go, let me just note one quick thing. This week nationally is National Correctional Officer Employees Week. This was put in place by President Ronald Reagan back in 1984. And the intent is to recognize people in our profession, both public and private correctional officers, correctional workers around the country for the important work they do day in and day out. It is a tough business, as you all know, as many of you want to call it, long time investors. It's tough, tough work, but it's also very rewarding work. So I didn't want this moment to pass without recognizing our employees. They're the best of the business that do this work. Again, can be very challenging, but also very rewarding. And they are off the execute and really, really effective right now with all of these opportunities, but also great outcomes for people in our facilities. So, again, my hats off to our entire team here within the Corps Civic. 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.

This does conclude the program. You may now disconnect.