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Good morning. My name is Amber and I will be your conference operator. As a reminder, this call is being recorded. At this time, I’d like to welcome you to the CoreCivic’s Second Quarter 2023 Earnings Conference Call. [Operator Instructions] Thank you. I would now like to turn the call over to Cameron Hopewell, CoreCivic’s Managing Director of Investor Relations. Mr. Hopewell you may begin your conference.

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 we will discuss our financial results for the second 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 second quarter 2023 earnings release issued aftermarket yesterday and in our SEC filings, including Forms 10-K, 10-Q and 8-K reports. You are also cautioned that any forward-looking statements reflect management’s current views only and that the company undertakes no obligation to revise or update such statements in the future. 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 quarterly supplemental financial data report posted 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.

Thank you, Cameron. Good morning, everyone, and thank you for joining us today for our second quarter 2023 earnings call. On today’s call, I will provide you with details of our second 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 second quarter 2023 financial results and our increased full year 2023 financial guidance in greater detail. He will also provide a more detailed update on our ongoing capital structure initiatives. I will now provide a brief overview of our second quarter financial results and our updated 2023 financial guidance. In the second quarter, we generate a revenue of $463.7 million, which was a 2% increase compared to the prior year quarter. This is in spite of the expiration of our final Prison contract with the Federal Bureau of Prisons at our previously owned McRae Correctional Facility in November of 2022. We generated normalized funds from operations or FFO of $37.8 million or $0.33 per share compared to $40.7 million or $0.34 per share in the second quarter of 2022. The decline was driven by the sale of our McRae facility, which generated EBITDA of $2.4 million in the prior year, quarter, and higher staffing levels, which we anticipated and communicated on our last quarter’s earnings conference call, in anticipation of increasing demand. While our operating cost remained elevated compared with pre-pandemic levels during the quarter, we experienced a continuation of modest improvements in the employee market, a trend that began to develop in the second half of 2022. We believe the payroll operating expense trends will continue as the tight labor market continues to loosen. However, the pace of operating expense reductions will largely depend on the condition of the labor market, which we believe will take some time to normalize. As for our updated 2023 financial guidance, we are forecasting full year normalized FFO per share in a range of $1.37 to $1.45 and Adjusted Funds From Operations or AFFO per share in the range of $1.31 to $1.39. These represent increases of $0.04 at the midpoint of our previously issued guidance. Moving now to one of our federal customers, Immigration and Customs Enforcement or ICE. On May 11, 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 COVID-19 pandemic came to an end. It is also important to note at the same time, occupancy restrictions implemented during the pandemic at our ICE facilities also came to an end. Without the ability to quickly remove individuals using the authority granted by Title 42, there has been an increase in a 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 attaining individuals who have entered the country illegally. As expected, ICE has experienced a significant increase in demand for detention capacity since Title 42 was lifted. In fact, ICE occupancy has increased approximately 43% nationwide since the end of Title 42, and we experienced a similar increase in our ICE facilities. Due to fixed payments under many of our federal contracts the increase in the residential populations does not result in a proportionate increase in our financial results at such facilities until populations clear the fixed payment levels at a certain bed capacity utilization. This gap has narrowed significantly and the majority of our facilities are now near or above the fixed payment levels. The long-term impact of the lifting of Title 42 is still unclear as there are other factors that impact detention utilization levels by ICE. The most significant factor has historically been funding levels approved through Congress. While the outcome of the appropriations process for the upcoming fiscal year beginning on October 1 is still unknown, there appears to be growing appreciation for the need for additional funding to help the agency address the challenges at our southern border. The outcome of the appropriations process is expected to have a significant impact on the overall population levels in our ICE facilities moving forward. Now for an update on our other major federal partner, which is within the Department of Justice, the United States Marshal Service. The U.S. Marshals prisoner 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 of 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 Marshalls. One of those contracts is with our 4,128-bed Central Arizona Florence Correctional Complex in Arizona and have 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 of potential contract extensions until we are closer to the existing contract expiration dates. We continue to work closely with the marshals to ensure their capacities are being met in order to support their critical public safety mission. At the state level, we continue to hear that state correctional system’s 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. And the number of states with which we’ve had conversations about additional bed capacity has increased since the last quarter. 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 appropriated funding to place 120 individuals out of state. We currently expect Montana to issue an RFP later this quarter, and as a current government partner of ours, we believe we are in an excellent position to serve their growing needs. We have already achieved several successful outcomes from discussions with other state government partners. We recently renegotiated our contract with the State of Tennessee for the managed only 1,676 beds South Central Correctional Center. Earlier this year we notified the state of our intent to not renew the contract when it was scheduled to expire on June 30. However, we successfully negotiated contractual terms that once again made the facility viable for continued operations over the long term, both in terms of an increase per-diem and investments in the facility infrastructure. We are pleased to reach this positive outcome and continue operations at the South Central Correctional Center to serve the increasing demand for bed capacity from the state of Tennessee. We also reached a new agreement with the State of Oklahoma to enter into a new lease agreement at our 1,670-bed Davis Correctional Facility, effectively converting the facility to one of which we own and operate to one that we simply lease to the state which will operate the facility with government employees effective October 1 of this year. We were pleased to reach a positive conclusion to this facility’s contract renegotiation and we believe that a lease agreement is best for the long-term outlook for the facility that also meets the long-term needs of the state. We have signed a 90-day extension under the current management contract and continue to work through the transition process, expecting to transition operations to the state of Oklahoma effective October 1. And finally, we agreed with the State of Idaho to increase the number of individuals we care for at our 1,896 beds, Saguaro Correctional facility in Arizona. Over the past year, Idaho has utilized approximately 450 beds at the Saguaro facility. Based on recent conversations, we expect the state to increase their utilization of up to 600 beds over the next few months. We’re also pleased with the overall success in achieving per diem increases under our state management contracts as our government partners recognize the challenging labor market and cost inflationary environment, which they of course are experiencing as well. Most of our state per diem adjustments occur affected July 1, coinciding with the state fiscal year budgets and we estimate annual incremental revenue from our state government partners of approximately $35 million resulting from these per diem increases, which will help to offset the incremental labor costs we are incurring. I also wanted to note another component of our business and that is our Community segment, which represents a vital part of our mission and is often critical to the successful reentry of residents in our care. Net operating income in this segment increased by 22% in the second quarter of 2023 from the prior year quarter as occupancy increased 3.5% to a total of 62.8% in the second quarter of 2023. We expect these trends to continue in the Community segment, now that all pandemic-related public health policies have come to an end. Pre-pandemic occupancy in this segment was closer to 75%, so there is still a lot of – a lot more opportunity to grow. However, it appears that more of our government partners are once again choosing to use residential reentry programs to help individuals be better prepared for successfully transitioning into our communities. So to summarize, the macro environment is improving. ICE populations have increased with the lifting of Title 42 Oxy caps and increasing demands on the southwest border. Demand at the state level also appears to be increasing. Courts nationwide were significantly hampered operationally during the pandemic, and that has contributed to jail populations growing by 24% in the last 24 months. As courts normalize operations and cases are adjudicated, state correctional agencies will clearly be impacted. Additionally, several states have recently passed legislation that could result in them needing additional services or capacity. Finally, we have had discussions with a few county governments, not historically an avenue of growth for us struggling with jail overcrowding and challenges with staff. And while we can never say definitively when an agency may engages for our services, some of the leading indicators are notable as we look to future demand. As a reminder, we were 82% occupancy in 2019 versus occupancy of 70% today, and our financial model is a high fixed cost model with significant operating leverage and earnings potential with increases in utilization. I'll close out my comments by discussing our continued progress with reducing our overall debt and returning capital to our shareholders. First, an update on our buyback plan. Year-to-date, we have repurchased 2.6 million shares at an aggregate purchase price of $25.6 million. In the second quarter, we purchased $21 million of our 8.25% senior unsecured notes that are scheduled to mature in April of 2026, which is our next scheduled debt maturity. We use cash on hand and free cash flow to purchase bonds through open market transactions. Should opportunities continue to rise, we could elect to use our free cash flow to purchase additional senior notes in open market transactions to further our capital allocation strategy of reducing overall debt levels and reduce our net debt-to-EBITDA to a range of 2.25x and 2.75x. We have no debt maturities until April of 2026, which provides us flexibility in how we deploy free cash flow for the next three years. We have made meaningful progress in reducing our overall leverage due to the strong cash flows the company generates reducing our overall debt balance by over $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 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, which have now largely come to an end and trends are reversing. These issues mathematically slowed the rate of leverage decline, though we have continued to reduce our debt levels even while purchasing our shares of common stock. I'll now turn the call over Dave, who will provide a more detailed look at our financial results in the second quarter. He will also discuss in detail the increase of our full year 2023 financial guidance, including the most significant factors behind the change in that guidance. Dave?

Thank you, Damon, and good morning everyone. In the second quarter of 2023, we reported GAAP net income of $0.13 per share compared with $0.09 per share in the prior year quarter, and adjusted EPS of $0.12 compared with $0.13 per share in the prior year quarter. Normalized FFO per share was $0.33 during the second quarter of 2023 compared with $0.34 in the prior year quarter and AFFO per share was $0.32 compared to $0.33 cents in the prior year quarter. Compared with the second quarter of 2022, a reduction in interest expense and the impact of our share repurchase program were offset by the expiration of our final prison contract with the Federal Bureau of Prisons in November 2022 at our previously owned and operated McRae Correctional Facility. This facility generated $2.4 million of EBITDA or $0.01 per share in the prior year quarter. Further, as we discussed last quarter, we have increased staffing levels in anticipation of increasing demand. During the second quarter, we began to experience an increase in the number of residents detained by ICE as a result of the termination of Title 42 on May 11, 2023, a policy that denied 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 of COVID-19. From May 11 through June 30, ICE detention populations increased nationwide by 41% and within our facilities by approximately 2,800 residents or 49%. Note, however, that due to fixed payments at certain of our facilities, only a portion of this increase resulted in incremental revenue and compensated occupancy because a substantial portion occurred at facilities where population levels were already included in our compensated population though we did incur variable expenses associated with the total increase in the number of residents under our care. Compensated occupancy in our safety and community facilities was 70.3% in the second quarter of 2023 compared with 69.5% in the prior year quarter. The increases in staffing and variable expenses negatively impacted our margins in the safety and communities facilities decreasing from 22.2% in the second quarter of 2022 to 20.6% during the second quarter of 2023. This decline was somewhat expected because of our staffing strategy. Sustained population level for a full quarter as well as further population increases would have a favorable impact on our margins as population levels clear the fixed payments and move into an incremental per diem structure. Further, despite inflation and the difficult labor market which have required us to provide above historical wage increases, we have been able to reduce certain labor-related expenses such as registry nursing, temporary wage incentives and travel, each of which moderated during the second quarter of 2023 compared with the prior quarter. We believe we can further reduce these expenses as the tight labor market continues to alleviate, which we expect will take additional time. Longer term, we expect operating margins to trend toward 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're applied to increasing occupancy levels and as labor-related expenses continued to normalize. Turning next to the balance sheet, our leverage measured by net debt-to-EBITDA was 3.1x using the trailing 12 months ended June 30, 2023. As of June 30, we had $42 million of cash on hand and an additional $233 million of borrowing capacity on our revolving credit facility, providing us with total liquidity of $275 million. During the second quarter, we repurchased 0.1 million shares of our common stock at an aggregate purchase price of $0.7 million, focusing our cash flows on paying down debt after repurchasing 2.5 million shares of our common stock during the first quarter at an aggregate purchase price of $24.9 million. Since our board authorized the share repurchase program in May, 2022, we have repurchased over 7% of our outstanding shares or a total of 9.2 million shares at a total purchase price of approximately $100 million and have remaining authorization for 125 million more of our shares. During the second quarter of 2023, we purchased $21 million of our 8.25% senior notes in open market purchases using our free cash flow, reducing the outstanding balance of these notes to $593.1 million. We reduced our total debt balance by $34.1 million during the second quarter or by $24.5 million net of the change in cash increasing the total outstanding principal balance of debt repaid in 2023 to $180.3 million or $72.7 million net of the change in cash. We have no debt maturities until 2026 and the only variable rate debt we have outstanding is a $93.1 million term loan, which is about one-third of our forecasted EBITDA for 2023. Moving lastly to a discussion of our 2023 financial guidance, for the full year, we expect to generate adjusted EPS of $0.52 to $0.59, up from our previous guidance of $0.46 to $0.57 and normalized FFO per share of $1.37 to $1.45 up from our previous guidance of $1.31 to $1.42. We have updated our guidance to reflect the new lease agreement with the state of Oklahoma for our Davis Correctional Facility effective October 1, 2023. We currently manage the Davis Facility under a management contract recently extended through September 30. Under the management contract, we incurred operating losses of $1.5 million through June 30, 2023 and $0.9 million during 2022. The new lease agreement will generate annual revenue of $7.5 million and we expect the facility to generate net operating income and margins consistent with the average margin in our Property segment, which was 76% during the second quarter and year-to-date. Our guidance also reflects sustained populations from ICE per diem increases we were able to achieve from many of our state partners, effective July 1, 2023, and a continued moderation of our expense structure. Although the number of government agencies with which we are discussing additional bed capacity needs has increased since last quarter. Our guidance does not include any new contract awards because the timing of government actions on new contracts is always difficult to predict. While we could execute on one or more of these opportunities this year, which would be upside to our guidance, they would likely be more impactful in 2024. We expect AFFO, which we consider approximately for our cash available for capital allocation decisions after interest expense, income taxes and maintenance capital expenditures to range from $149.8 million to $159.3 million or $1.31 to $1.39 per share, up from $144 million to $157.5 million or $1.25 to $1.37 per share in our previous guidance. We expect our normalized effective tax rate to be 26% 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. We expect to incur $68 million to $71 million in capital expenditures during 2023, including $61 million to $63 million of maintenance capital expenditures unchanged from our prior guidance. And $7 million to $8 million for other capital investments, up slightly from our prior guidance for capital items requested by one of our government partners that will be reimbursed over time. We remain focused on managing to our leverage target of 2.25x to 2.75x and have not included any additional share repurchases 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 shaping stock repurchase levels to EBITDA performance. I’ll now turn the call back to the operator to open up the lines for questions.

Thank you. [Operator Instructions] Our first question comes from Joe Gomes at NOBLE Capital. Please go ahead.

Good morning. Congratulations on the quarter.

Hey, Joe. Good morning. Thank you.

So I want to start up, maybe you can give us, Damon, a little update on La Palma? How is that progressing and how do you see that working out for the rest of this year?

Yes. Thank you, Joe, and I’ll tag team a little bit here with Dave on that. So La Palma has made it almost, I guess just over a year, I guess on the activation with the swapping of the contract with ICE that we had until, I guess, early part of 2022. So we’re going through that process. Populations have been pretty steady around 2,300, 2,400 here during the summer months. We’ve been working through our biggest challenge on the staffing front. The labor market has been pretty tight in Arizona, but we’ve seen really I think in the last probably 90 to 120 days, a pretty favorable alternative events. Some of the competition I should say in the labor market, they have pulled back a little bit on recruiting and retaining employees, and so that’s been helpful from a labor perspective. And some of the incentives and adjustments we’ve done relative to our compensation program there has been helpful too. So we’ve gone through a pretty detailed review here in the last month or so to look at not only just the rest of this year, but going into next year, we feel like we’re really on a good path to improve the performance there from a margin perspective. I guess, what would you add or amplify there Dave?

Yes. Most of the disruption was in 2022. We actually paused the ramp during 2022 to make sure we could do it safely and securely up to our customer’s expectations. Labor market has improved there as Damon mentioned. It gets progressively better every quarter. We’re laser focused on it because it has not – we really have not stabilized the operations as quickly as we would’ve preferred. But it’s heading in the right direction and the labor market’s really been the issue there and it is improving. So we’re confident that it’s going to continue to improve in future quarters and it is one of the reasons our margins have not been as high as we would’ve expected. But we’ll get there.

Yes, exactly. And we went through – actually just this week, we went through another review here to for the last, I guess four months for this year going into 2024. And again, we’re getting really good intel and the numbers bear out relative to the labor market. We’re suing good numbers on applications and people go through the academy and hopefully get on posts within the facility. So we think the financial performance will continue to improve this quarter into the fourth quarter, but it will improve pretty nicely in 2024 as we continue to get more and more staffing. And a little bit to Dave’s last point, we actually were going through a little bit of exercise last night. We’ve got several facilities that are going through a process to get renegotiated pricing, which will be helpful from a March perspective, assuming these proposals get accepted later this year, along with the improvement we’re seeing at South Central that I noted in my script. But La Palma obviously being the big one, if we get La Palma fixed, which I know we will go into early part of next year, I mean, that’ll be a nice catalyst for improving the margin enterprise wide in 2024.

Okay. Thank you for that insight. And also, Homeland is seeking supplemental funding. I think what I read was, about $2 billion supposedly a significant portion of that would go to ICE for partly for detention. Kind of if you give us your insight into that and if they don’t get the funding, which they are saying, they need it to take them through September, what could that possibly impact? How could that possibly impact you guys? And if they do get the funding, what do you see as the potential positive impact?

Yes, thank you for that. So a couple observations. I’m going to first touch on this year. That was your question. And then just give you a little bit of what we’re seeing in hearing going into 2024. So this year we did hear I think it was in early May from the DHS Secretary that they were looking to do a reprogramming of funds within DHS to help support both border patrol and ICE. We’ve never heard a publicly reported number, but he did give indication and some public remarks with the Secretary of State that they were going to do that. And again, you know how that works. They take money from another component within DHS and they reprogram that money to, again, to ICE or to border patrol. So we assume that has moved forward. Again, we have not heard a Republic reported number on what that dollar amount was. We’ve also heard a little bit to your question that there was some discussion about maybe a supplemental, which obviously that requires some support from leadership within the House and Senate and ultimately acted on within those two chambers. I have nothing report on that front. Again, probably seen the same report that you’ve seen where that’s been talked about a little bit, but if that was going to be the case, then I think you probably would see populations today where they’re at. The last report we saw I think was on Friday last week at the end of July, they were at 30,400 nationwide on ICE detention pops. If they had additional funding, then you may see that number go up higher. Again, we’re only about 45 days from the end of the fiscal year. So if they get that done and use that for additional capacity, I mean, it would be notable, but again, it’s only about 45 days until the end of the fiscal year. So then into next year, which obviously starts on October 1, it’d be hard for me to say definitively how this all works out. Obviously there’s been talk in national press about the funding bills and the debt deal that was worked out in May and how – Senate leaders, how they come together, and they think about the appropriation process for next fiscal year. So there’s really nothing I could add to that. Other than to note that there’s been a request from the House to look at a higher pretty – or higher bed utilization rate through funding of around 41,000. I think the Senate maybe looking around 34,000, again, that is consistent or potentially higher than this fiscal year. So as we get closer to the end of the fiscal year, I mean, there’s a chance they do a – I think a continued resolution, which they’ve done historically and that pushes throughout 30 or 60 days and then allows them more time to think about total funding for the federal government, but also for ICE and DHS. But guess what would you add to that Dave?

Well, that’s pretty thorough. I don’t know that I have much to add. It is obviously, funding is a big factor in the number of people that they detained at the border and there’re really just cannot be enough funding to detain everybody that crosses the border, so that’s why funding is so important to ICE and border patrol.

But it is clear. I guess, I’d just say also, going back to May, so if you look at the numbers in May, I think the average for the month or pretty close to the average was around 21,000. Again, they’re north of 30,000. They got a high of 31,000 into July, so it’s backed up a little bit. But there is some focus clearly on using detention capacity for all the needs and challenges they have from a policy perspective on the Southwest border.

Okay, thank you for that. One more for me and, I’ll then jump back and lie. We talked quarter-in and quarter-out about the state opportunities and you’re talk today that you’re engaging more states and the potential for Montana, although that’s not a big number here. But as you look at it in your crystal ball what really is the potential here for some of these discussions you’re having with some of these state opportunities? And similarly you mentioned to say about county opportunities, what could really be the potential there if some of that was to come to fruition?

Yes, good question. I appreciate that. So let me, yes, let me go to the county first and then link it up to the state opportunity. So as I mentioned in my script, the last 24 months, county populations nationwide have grown by 24%. We think that’s probably the largest increase in that period of time, maybe in the last 20 years or 30 years. If you look at it just a total number, it’s about 130,000 more people in jail today than there were two years ago. And the reason we hear as we travel around the country, the reason we’re here is that courts were virtually shut down or significantly curtailed in our operations here last two years with the pandemic. And so you have a lot of people that are waiting for their court process play out, and the cases ultimately get adjudicated and as they make it through that process, and ultimately they’re going to be at the doorstep at the state level to go into prison and utilize prison capacity within the respective states. So the discussion we’ve had here with states here in the last couple quarters have been significant, because states are seeing this, they’re seeing the numbers of it at the local level. I was just in a state last week that has about 15,000, 20,000 people within their Department of Corrections, but they indicated that 70,000 pending felony cases within that state. So they’re thinking, okay, we’re seeing the numbers in the jails, but we also know there’s a lot of cases still working our way through the courts and ultimate that’s going affect the prison population. So, long story short, we’re seeing a lot, a lot of activity here in the last couple of quarters. Yes, I noted Montana, Idaho, those are notable numbers because obviously they’re going to more fully utilize our Saguaro [ph] facility potentially in Arizona. But I mean, we’re hearing from states that they’re thinking about in pretty big quantities, both for capacity they need in instate, but also capacity we can provide outstate in places like Tallahatchie, or Tallahatchie is another facility that’s just under breakeven right now. The reason we’re keeping that facility open is, because we are having some pretty good conversations both with states and with counties about potentially using capacity there and other facilities where we’ve got vacant capacity. And I’ll say from a utilization perspective that’s notable, but also a market perspective that’ll be positive. So anything you’d add or amplify there, Dave?

Yes, just that as Damon did mention in his script, county governments are not normally an avenue of growth for us. We don’t do a lot of jail business. So just to back up and clarify jail population, those are folks who’ve been charged with a crime, but their cases have been adjudicated yet. We normally get involved once their case has been adjudicated, they’re sentenced to a prison facility because that’s what we own and manage. But it’s interesting to see some of the county sheriffs needing bed capacity and we’re having conversations with those county governments so that, that’s interesting. And ultimately they, like I said, they end up in some percentage of them end up incarcerated and we’re seeing potential there as some states have enact legislation that could result in an increase in their populations like here in Tennessee, I think we’re projecting a thousand additional people per year. So states are really facing some increased demand and that’s one of the reasons we were able to renew the managed only South Central contract that we mentioned effective July 1st, it was one where we had given notice to terminate, but the state really needs to bed. So we were able to come to terms with the state to keep that facility viable for the long-term. So we expect to see that expanded to other states as well.

Great. Thanks much. I appreciate the insight. Thank you.

Thanks, Joe.

One moment for our next question. Our next question comes from Kirk Ludtke at Imperial Capital. Please go ahead.

Hello everyone. Thank you. Thank you for the call.

Morning Kirk.

Good morning.

The per diem increase, you mentioned $35 million of incremental revenue beginning July 1, I believe you said, is that $35 million – is that $35 million of incremental EBITDA?

No, big chunk of that goes towards a salary increases. So we’ve had really good success both this year, really, I guess the last three years. We’ve gone to our state partners and said, in this challenging labor market, we need to raise salaries and in turn seek per diem increases. So big, big chunk of that goes towards salary increases that we’ve been able to get in place for our employees nationwide.

But those have already been incurred, right? Those are already in your cost base?

Some have also been put in place effective July 1st of this year. So we have had some increases last couple of years, so we try to time the increases with the timing of the per diem adjustments, if that makes sense.

Okay. Got it. That’s very helpful. Thank you. You mentioned 130,000 more people in county jails since the end of COVID. Did I get that correctly?

No. During the COVID. So basically if you go back the last 24 months that’s been the net increase. So very significant number. Again, we can’t go back really a long ways, but we think the last 20 years, that’s probably the most significant increase that we’ve seen here nationally.

That’s interesting. And would you expect with that kind of an increase, would you expect the marshals population to increase?

Good question, but yes, let me distinguish this a little bit or pull these apart a little bit. So the number I was referring to are county level jails. So these are people that are awaiting to go through courts for a local crime or a state level crime, not a federal crime that typically the marshals would handle. So these are individuals at the city county sitting in a local facility. Ultimately, if they’re convicted and sensitive, a crime that they likely would certainly sentence a state prison, whereas the Marshal Service or working with the U.S. attorneys for anybody that’s going through the federal courts. So the number I was referring to was just local crimes, not federal crimes.

Got it. But it wouldn’t they have a similar, wouldn’t there be a similar trend at the federal level?

Not really. I mean, we’re tracking the numbers pretty closely on the Marshal Service. They’re –their pops have been pretty flat and I would say the courts at the federal level, I think probably have had a little more leeway or we’re able to be a little more kind of normal operations than city or county jurisdictions.

Got it. Got it. Thank you. ICE populations up. Has the mix changed? Would you expect more specifically, would you expect the length of length of stay to change?

I don’t think, looking at numbers here, I don’t think the mix has changed that dramatically here in the last couple months. And I think the length of stay, I think there maybe was a little bit of increase there, but I mean, it’s only been a couple months, so it’s probably too early to say there’s a trend. Yes, look at the numbers here. Yes, I’d say the mix and the length has probably been pretty consistent.

Got it. Thank you. And then last question Central Arizona almost 4,000 detainees there. I mean, it’s as you point out, it’s a lot of people. When would you expect them to engage?

I would guess, I mean, here we are almost, I’m sorry…

Or sort of ranging capacity elsewhere. I mean, when would you start to get a sense that this isn’t going to be renewed?

Oh gosh. Yes. I mean, all indications. I mean, here we are almost 45 days away from the expiration. All the discussions have been very positive. I know that the Marshal Service and other stakeholders have toured the facility in the last year. So our expectation’s going to get, it’s going to get extended again, with only 45 days left. And to your point, there’s no other alternatives in the state or even close proximity in that region of the country. So my guess would be is again, here, mid-August my guess would be probably maybe before Labor Day, but be my guess, maybe right after Labor Day, we will have the administrative steps with the contracting officer to do the extension, Brian anything to add to that?

Yes, there’s 3,700 people there. If they were going to be moving all of them out, I think we would’ve seen some indications by now. And as Damon mentioned, we’ve been told that there’s really not alternative capacity in the area, even outside the state. So we feel pretty good providing a really invaluable service to 3,700 people. That facility, it’s a large facility, our largest facility. So yes, we feel pretty good about it right now.

Fantastic. That’s it for me. A lot of tailwinds. Thank you guys.

Thank you, Kirk.

Thank you, sir.

One moment for our next question. The next question comes from Brian Violino at Wedbush. Please go ahead.

Hi, thanks for taking my questions.

Good morning, Brian.

Good morning. On the ICE population, so clearly an ICE rise post-Title 42. Just wondering, have you had any sort of incremental discussions with ICE as it relates to idle facilities reopening? And I guess could you also remind us of what the ramp up time, any associated costs would be with reopening an idle facility?

Yes, great question and let me tag team here a little bit with Dave. So yes, we’ve had conversations with ICE about yes, vacant facilities or idle facilities. Those conversations have been really good and productive. So we think there’s some pretty strong interest on at least one of our facilities within the portfolio where they could expand their kind of footprint primarily in the south or in the Midwest. But we’ve also had some pretty productive discussions with them too about, just incremental capacity. We’ve got in currently operating facilities, notably, and you know this already, I mean, notably where we’ve got facilities where maybe the marshal service already has a contract and we currently provide services that’s a natural partner for them, partner being ICE. So I’d say both, both idle facilities and also pockets where got vacant capacity or been some pretty strong interest for Mikes on both friends. But what would you add to that, Dave?

Yes. On an activation to part of your question, an activation probably in this environment is a six-month process to hire, train, get people through the academy on a post ready to accept detainees, so probably six months. But likewise – so, and we are having those conversations with ICE and then on existing facilities, we are currently staffed to accept additional populations. That’s really part of the reason you saw margins come down in Q2 as we talked about last quarter. We’re staffing in anticipation of increasing demand, so we are prepared to accept additional populations and facilities where we already have, contracts with ICE. So could accommodate that on a more expeditious basis.

Great. That’s helpful. And then one more from me. There’s a couple of outstanding federal appeals cases from the fallout of Title 42 relating to the transit ban, and there’s also the parole plus conditions case in Florida. Obviously the outcome is still very much up in the air, but just wondering if you had any commentary on, what kind of impact depending on which way those are ruled those could have an ICE population going forward?

Yes. You’re probably as well versed as I am on the – on the court cases there. To your point, there are several cases that has been working our way through the, through the federal courts. A couple of them have been recorded on here in the last; I guess probably a week or two. To your question, it’s pretty much impossible for us to say exactly if there was an outcome that’s a little different than within place today either a program pulled back or a policy pulled back, what impact would be on population. So it’d be probably difficult for me to speculate on – on impact. So we’re obviously watching closely and trying to understand if there is an outcome or a couple of different outcomes, potentially how highs are thinking about that, and what their needs are? But again, it probably would be inappropriate for me to say, or speculate I should say on what that impact would we have populations. But anything I guess you add to that, Dave?

No, sir.

Understood. Thanks a lot.

Thank you, sir.

[Operator Instructions] Our next question comes from M. Marin at

Thank you. So a lot of information and a lot of tailwinds, as I think someone else earlier said. I want to get my arms around some of the potential here in terms of where the future revenue growth might come from. Do you see the increase in jail populations? Do you see that as potentially being another sustainable revenue channel for you going forward?

Yes. So I would, I guess maybe break it into a couple buckets here. So for federal side, like I said in my script, I think the Marshal Service populations are going to be stable. As we look into 2024 and kind of what the policies are from a prosecution perspective with this administration, I think 2024, maybe going into 2025, I think Marshal Service populations would be pretty stable. So I think made some incremental demand here and there in different parts of the country but overall it’s a pretty stable. So then ICE the other federal partner that we work with that’ll be driven by appropriations. And so you have seen obviously an increase of about 10,000 in detention capacity here since Title 42 goes away. The numbers again, they got up as high as 31,000, they’re about 30,500 a day. So I’d say they’re pretty stable at the moment. As I look at the year, the rest of fiscal year, next 45 days, I think that’s probably the case, unless they get some emergency supplemental funding next fiscal year, again, all eyes will be on Congress and ultimately what they’ll work out. Again, you’ve got pretty significant delta – pretty significant delta right now between the House and Senate relative to 34,000, I think out of the Senate proposal, 41,000 out of the house proposal. So that will obviously ultimately determine what demand is going into 2024. So then going back to the state side, like I said we are seeing a significant increase in jail populations nationwide. Again, I think that’s a leading indicator on prison populations nationwide. And we’re hearing that in our discussions with various states, either states that we currently work with or potentially prospective states where they – maybe I’ve not used privatization in past, but they clearly are going to see a pretty significant impact with these populations that are coming from the local level, they reside in either a jail or in a prison bed within that state, or need maybe capacity as a relief valve out of state. So as I look next couple of years I think we’ll see stable Marshals, we’ll see potentially some increased demand from ICE, but I think we potentially could see some pretty strong demand from states that are going to again, deal with the after effects of the pandemic. And a lot of people at the local level that haven’t had their cases adjudicated that are now going to all be potentially be convicted in sense of a crime and going to need that capacity within that state system. So I guess anything you’d add to that at high level?

Yes. I mean, as we mentioned we’ve already completed some restructurings of some contracts and kind of right sized somewhere we were struggling or wanted to exit, but didn’t end up exiting. And so there’s probably two or three contracts that we’ve kind of reversed from losses to, to are now profitable. We mentioned the state per diem increases other tailwinds. I’m hoping the labor market as the tailwind as the labor market continues to come-up with more – the labor pool grows I should say at least for our business. So those things are already in place. We’re working on a couple other contracts where we think we can improve the terms, having discussions with government partners and those are always difficult negotiations. But we’ve been quite successful in, in getting some of them done to point, so heading into the second half of the year with those things behind us. So there’s definitely some tailwinds and then whether the jail populations are translated into direct contracts with the county governments or longer term as those cases get adjudicated and move over to state populations, I think that, that could be a tailwind and an opportunity going forward as well.

One thing I would add too, guys, stay on our state book of business. As I mentioned in my remarks, I mean, we were at about 82% occupancy in 2019 and end of 2019 obviously pre-COVID, I mean, we were seeing a very pretty intense engagement from state partners, either new state customers or existing state partners that we’re expanding. So that that kind of momentum and feel that we had back in 2019 is starting to feel like we’re seeing that again here this summer going into 2024, but also being at 70% occupancy. I mean, with little if any capital investment, I mean, we could see ourselves getting back up to that level. Now, timing is always the uncertain. We never know exactly when a government partner is going to make a decision to contract us for services. But I do feel like that we’re starting to see some of the engagement and some interest from our state partners like we did in 2019. We’re starting to see that now going into 2024.

Okay. Thank you. Thank you for that. And then one housekeeping question, which is, as you shift to the lease agreement in Oklahoma, you move staff out presumably, does any like small group of people, group of staff stay on site to be the interaction with the company?

Yes. Great question. So a couple answers there. Yes. We do expect a big amount of our staff that currently work at the facility and maybe live and reside with their families locally that will want to stay there past October 1st and work for State Oklahoma. So we’re working with Oklahoma on that, and that’s a very natural process, and we do appreciate people will have that desire to stay within the local community and continue to work at Davis. And then as we get closer with the transition, I wouldn’t be surprised, we have some – some probably just leadership, probably provide some support past October 1st to help with a smooth transition with Oklahoma. I think the officer will follow Oklahoma’s lead on what they request and desire, but also we stand ready to help them with a, again ensuring a very smooth and safe transition.

Okay, thank you.

Thank you.

[Operator Instructions] Our next question comes from Edwin Groshans at Compass Point Research & Trading, LLC. Please go ahead.

Good afternoon and thank you for taking my question. I know you don’t want to talk about the court cases, so I’m not going to ask directly about the court cases. But I think it’s unusual that the judge put a preliminary injunction on one of the Florida cases and it does seem that, that coincided with increased detention. So in your discussions with ICE, is it – do they discuss the impact of those cases and changes in what they’re doing with detainees, or is that all driven by Title 8; moving from Title 42 to Title 8?

Yes, I would say at the leadership level I would say they kind of take it all into account. So they look at what needs to be done after Title 42 and away of May 11th. They also are determining the impact on these court cases and what that’s going to direct them from a prosecution, a detention perspective. And then obviously the other key variable is the budget and funding. And do they have funding come near term or are they going to require a reprogram or supplemental and or if they get one or both, and how that impacts detention population. So I’d say it at a high level, it’s all taken into account. It’s not a, the court case or this change in a certain part of the Southwest border from a policy perspective, I think it’s all taken into account and that’s kind of instructed us when we’re having conversations of ICE from a leisure perspective saying, okay, here’s what we’re taking into account, this is what we think we need nationally, and then also then we break it out regionally on what capacities are, I guess, anything you’d add or amplify there, David.

Yes, I don’t, it’s hard to, it’s really hard to say what the impact of any of these cases, and there’s probably four cases that are related directly to ICE populations, but it’s just really, really difficult to determine on anyone case what the impact would be and how that would translate into increases or decreases in ICE populations. So it’s a factor that we think about as we prepare our forecast, but it’s down on the list in terms of what we think the impact could be, just because it’s, so unpredictable to determine what the impact would be. And I go back to, I think funding levels are much more important and given the number of people on the border that’s really going to drive the detention beds more than the individual court cases, I would’ve guess.

Okay, fantastic. And I appreciate that. I guess then, I guess the news was out and CBP put out their data and they showed that crossings were down significantly in June, it looks like they might be up again in July. But if we look at crossings that were close to or over 200,000 per month to dropping to anywhere from a 100,000 to 130,000 per month, and then we look at the level of detainees jumping from 21,000 to 30,000 to 31,000, I mean, is that really, do you – it seems incongruent, right, that those two divergent like that, so is it really just the change in occupancy restrictions that is driving increased detentions? Or is there something else going on between ICE and CBP that’s resulting in those detentions? Because crossings don’t seem to support the increase just from the outside?

Well, I guess again, I guess [indiscernible] team with you here, Dave, I guess if you look historically, I’m going back to looks like the summer of 2019, total account orders by custom board patrol I think was in the 40,000 range on average, five months. And, so yes, you’ve seen some pretty wild swings here in the last six months. But historically, looking at today’s numbers versus historically what the numbers are, they’re really, really elevated. I mean, still very elevated. So even though you seen a drop to your point, saw a drop, I guess in May, June, you saw a little bit of increase in July, again, based on the historical numbers going back several years, they’re still very elevated. So I think, partying through is, yes, I think it does give them flexibility. I mean, with the Oxy-Caps [ph] going away from our facilities in May and again, Title 42 going away too, obviously that’s a notable policy change then that probably has been part of the driver on capacity utilization going up. But I guess anything you add.

I was going to say the same exact thing with respect to elevated levels. I mean, everything’s relative, right? And we see a decrease from 200,000 to 140,000 in a month and say that’s a big reduction, but that still, compares to 45,000 back in 2019, 2020. So, I do think yes to your direct question, I think the occupant – removal of the occupancy restrictions and the removal of Title 42, I would say definitely had an impact on the number of detention populations post-Title 42. I think the big question that’s very difficult for us to answer is, what does that look like? Do those populations sustain themselves going forward? Does it go up? Does it go down? I think that’s a harder question to answer, but I mean, and then one other point I’d say, we are in the peak summer months, so it’s not surprising that they went down in June, probably July as well really, really hot temperatures particularly on the southern border. But that does influence the migration patterns from Central America and so forth. So, I expect, hard to say, but I would think that they go up again as the fall arrives and you get more temperatures. But yes, I do think ending Title 42 and occupancy restrictions was the main driver for the increases in detention beds.

Okay. Good. Thank you for that as well, because I’m sorry, I’ve been scratching my head on that, so that’s helpful. So, I do have one more question. This one answer how you can, if you will, you’ve been talking about the states, you said, staffing costs have gone up, we’re in an inflationary period, or have been and so you see increases in some of your per diem contracts there. How does that work when you’re discussing it with ICE? Right, because ICE may say, yes, you’re right, we probably should pay you more, but if Congress doesn’t cut them the check, then there’s not much more they can do. So you could just walk us through like, I guess the potential for your discussions with ICE to also result in either higher fixed payments because of inflation or higher per diem if those fixed payments are exceeded.

Yes. Great question. So let me back up just a [indiscernible] and I’m going to answer your question first on ICE, but then to give you a little commentary around state contracts and how that affects wages. So both ICE and Marshal Service and the direct contracts they’ve got with us require us to pay wage determination. And these are set by the Department of Labor, and the wage rates are instructed by data they get from Department of Labor throughout the country, and they’re looking at wages and regional areas. All that is taken into account, especially if there’s increases in wage in a certain area because of inflation, then that’s published by Department of Labor as a wage determination, and then that’s incorporated to our contract. So if a salary in a certain region under a federal contract goes up from X to Y we have to pay that wage that’s required in our contract, but we’re also getting reimbursed dollar for dollar from the federal government through an equitable adjustment with the contract. So wages go up, which they do, especially in inflation environment wage terminations incorporated in our contract or contractually required to increase wages. But with that we’re also allowed to get reimbursed dollar for dollar for those wages that we have to increase. So that’s a good feature of our federal contracts. So that really doesn’t require a conversation. It’s really just administrative that if our wages go up, we tell the contracting officer or wages are going up, say by a $1 million on an annual basis, and we get reimbursed for that, for dollar for dollar. So put that aside on the state contracts, what we do is we try to educate primarily folks within the legislature where we’re operating in that state to say we’re seeing inflationary environment, we’re seeing competition for labor. By the way, the Department of Corrections is also seeing the same thing within our public facilities. And we go through the educational process to say that we think, salaries need to go from X to Y and work with the appropriate appropriators within the legislature to get funding support. Ultimately that gets signed by the Governor, hopefully. And then with that, we get a per diem increase by X amount. And with that, during that process, we’re determined, okay, exactly what we would need to wait raise salaries. So that’s really a conversation’s ongoing during the spring as legislative sessions are going on around the country. And again, we’re trying to educate people what we think wages need to do. And then with that we’re looking for offsets with per diems, it’s not always perfect. There’s a always a little bit of give and take, but I’d say the last 24 months or 36 months, we’d be really, really successful on saying, with all these potential challenges, we’ve got a labor perspective we need some support for some funding increases. And again, it’s always helpful where the DOC’s kind of seeing the same issues within their facilities. So they’re kind of working arm in arm with us, with the appropriators within the legislature. And then ultimately if we do get a pretty increase, then we try to time that increase with the timing of wages going up within our facilities. So another thing I’d just say is that, I mean, it’s been helpful that the fiscal environment state almost been pretty favorable. I know there’s still some bringing of hands about potential recession and how that affects revenues at state level, but that’s been a little bit of a tailwind for us as we’ve been working through some of these discussions with various states. I don’t think you need to add to that, Dave?

Yes, going back to the federal side on ICE, some of our contracts have those fixed payments that we talked about. So that’s the one of the benefits that we provide. They have that flexibility to increase capacity, that doesn’t require a conversation either. Because they’re not required to have additional funding. What if they’re under those, if the populations are under those occupancy guarantees if you will, then they can increase the capacity without having to appropriate new funds. It’s not additional funding. They’re already paying that fixed monthly payment. It’s only when they’re above those fixed monthly payments when they get into a per diem tiered structure where they would have to have funds available to increase occupancy further. And so that’s where you could get, if the system wide, they’re at the 34,000 level that they’re currently funding funded for and they have to go higher, that’s when they’re going to have to go back to Congress to get additional funding. So most of what they do on a day-to-day operations doesn’t require conversation with us. It doesn’t require conversation with the appropriators. They’ve got that capacity, that flexible capacity available to them to use.

That is very helpful. Thank you very much and a nice quarter. Thank you.

Yes sir. Thank you.