CoreCivic Q2 2026 Earnings Call Transcript

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Provided by Quartr
August 6, 2026

Key Takeaways

  • Positive Sentiment: Facility sales generated approximately $1.6 billion in net proceeds after taxes and transaction costs, enabling significant debt reduction and leaving CoreCivic with roughly $1 billion of cash and $739 million of debt.
  • Positive Sentiment: The board increased the share-repurchase authorization by $500 million to a total of $1.2 billion, and management said it expects to use a substantial portion of the remaining sale proceeds for buybacks while evaluating growth investments.
  • Positive Sentiment: Second-quarter adjusted EPS of $0.38 and adjusted EBITDA of $109.4 million exceeded analyst expectations, with results benefiting from facility activations, the Farmville acquisition, Clinical Solutions Pharmacy, and an 8.9% reduction in diluted shares outstanding.
  • Negative Sentiment: Updated full-year adjusted EBITDA guidance declined to $440.5 million-$445.5 million from $453.8 million-$461.8 million, reflecting lower ICE populations during the quarter and possible economic changes to management contracts for facilities sold.
  • Neutral Sentiment: ICE populations have begun recovering after a government funding disruption and agency reorganization, while four activated facilities were only 55% occupied in the second quarter; management expects improving occupancy in the second half, but Prairie’s contribution will be minimal in 2026 and full activation is not expected until Q2 2027.
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Earnings Conference Call
CoreCivic Q2 2026
00:00 / 00:00

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Operator

Good day. Thank you for standing by. Welcome to the Q2 CoreCivic, Inc. earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one one on your telephone. You will hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please limit yourself to one question and one follow-up question. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today. Please go ahead.

Jeb Bachmann
Jeb Bachmann
Managing Director of Investor Relations at CoreCivic, Inc

Thank you, Operator. Good morning, everyone. Welcome to CoreCivic's second quarter 2026 earnings call. Participating on today's call are Patrick Swindle, CoreCivic's President and Chief Executive Officer, and David Garfinkle, our Chief Financial Officer. We are also joined here in the room by our Vice President of Finance, Brian Hammonds. On this call, we will discuss financial results for the second quarter of 2026, as well as updated financial guidance for the 2026 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 Litigation Reform Act.

Jeb Bachmann
Jeb Bachmann
Managing Director of Investor Relations at CoreCivic, Inc

Our actual results and trends may differ materially as a result of a variety of factors, including those identified in our second quarter 2026 earnings release issued after market yesterday, as well as in our Securities and Exchange Commission filings, including forms 10-K, 10-Q, and also 8-K reports. You are cautioned that any forward-looking statements reflect management's current views only and that the company undertakes no obligation to revise or update such statements in the future. Management will discuss certain non-GAAP metrics. 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's my pleasure to turn the call over to our CEO, Patrick Swindle.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Thank you, Jeb. Good morning. Thank you for joining us for CoreCivic's second quarter 2026 earnings call. On this morning's call, we will discuss our second quarter operational results and provide updates on the latest developments with our government partners. Following my opening remarks, I will hand the call over to our CFO, Dave Garfinkle, who will provide greater detail on our second quarter 2026 financial results, as well as our updated 2026 financial guidance. Dave will also provide an update on our capital structure, including recent actions to reduce our outstanding indebtedness and planned activities for remaining proceeds from our recent asset sale activities. Before we discuss this quarter's financial performance, I want to highlight the activity that has occurred subsequent to the end of the second quarter.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

In early July, we announced the sale of two facilities, the California City Detention Facility and Otay Mesa Detention Center, both located in California, to the Department of Homeland Security for gross proceeds of $1.5 billion. Earlier this week, we announced the sale of two additional facilities, the Midwest Regional Reception Center, located in Kansas, and the Prairie Correctional Facility, located in Minnesota, to our government partner for gross proceeds of $734 million. After estimated income taxes and transaction costs, we estimate our net proceeds from these four sales to be approximately $1.6 billion. At an average price per bed of $307,000, and considering the location, size, cost, time, and effort to replace these facilities, we believe these sales were conducted at a fair valuation for both parties and supports our continued work to be a dependable partner for government.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

These transactions also demonstrate the underlying value of the company's real estate portfolio. They also fortify our already strong financial position and create significant balance sheet flexibility for investments in our business, our capital allocation, and our growth strategies going forward. As we've previously disclosed in the press releases for the facilities that we have sold, we will continue operating these four facilities under terms of the existing management contracts. However, contract terms may be ultimately modified due to the transfer of ownership. We've adjusted fiscal 2026 guidance to account for the potential of modified terms, which Dave will discuss further. In addition to the asset sales completed to date, we've recently begun discussions with ICE about the potential acquisition of additional detention facilities. These discussions are in preliminary stages, and we can provide no assurance that any additional sales will occur.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Earlier this week, just prior to closing on the sale of the Prairie Correctional Facility, we announced a new contract award to manage this 1,600-bed facility. Idle since 2010, we made significant investments in this facility over the last 18 months as we prepared it for occupancy, and we are pleased to reactivate another idle facility as we work to meet our government partner needs. We currently expect this facility to have a minimal contribution to earnings in 2026, as we've just begun hiring staff and expect to begin receiving detainees at this facility in the fourth quarter. Bolstered by a strong cash position, we moved quickly to reduce our outstanding indebtedness to give us maximum flexibility as we consider how to best deploy remaining proceeds and continue our return of capital to our shareholders.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

A portion of the net sale proceeds was used to repay in full the outstanding balance under our $575 million revolving credit facility, which is available to be redrawn, and our incremental term loan. We've also announced our intention to redeem on August 12th, 2026, $238.5 million of senior notes due in 2027. Following these actions, on August 4th, the board approved a $500 million increase to our existing share repurchase program, providing capacity for approximately $756 million in additional repurchases. I'll now move on to a high-level overview of our second quarter operational performance. Despite lower enforcement activity and reductions in nationwide ICE detention populations following leadership changes and funding uncertainty at the agency, our second quarter results exceeded average analyst estimates for adjusted EPS by $0.04 and adjusted EBITDA by $2 million.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

For purposes of reviewing results, we've redefined our operating and reportable segments during the second quarter to align financial reporting with the manner in which we manage the businesses. We now view operating results in three operating segments, CoreCivic Residential, CoreCivic Services, and CoreCivic Properties, which Dave will describe in more detail. Total occupancy for our residential segment for the quarter was 78.4%, up 1.6 points since the year-ago quarter. The average daily population across all of the facilities we manage was 66,363 individuals during the second quarter of 2026, compared with 64,026 in the year-ago quarter. This increase was driven by more demand for our services, new contracting activity, and the Farmville acquisition that was completed July 1st, 2025. Federal partners, primarily ICE and the U.S. Marshals Service, comprised 53% of CoreCivic's total revenue in the second quarter.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Revenue from our federal partners increased 27.2% during the second quarter of 2026 compared with the prior year quarter. Further breaking down our revenue mix, revenue from ICE increased $91.3 million or 51.6%, while revenue from the U.S. Marshals Service decreased by $14.1 million versus the prior year quarter. Some of this decline is simply a mix shift where ICE and Marshals share a contract. Revenue in the second quarter of 2026 also benefited from the contribution of Clinical Solutions Pharmacy, which was in line with our expectations. Populations from ICE in our care increased by approximately 6,000 individuals or 59.6% from the beginning of 2025 through June 30th, 2026, when we cared for 16,197 individuals. Our average daily population decreased by 1,184 individuals in the second quarter of 2026 from the first quarter of 2026, net of a 793 increase that occurred at the five facilities we've activated.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

In late January 2026, nationwide ICE detention populations reached historical highs of around 70,800 individuals. However, a government shutdown that centered around Department of Homeland Security funding, a reorganization of DHS leadership, and a subsequent impact to enforcement activities, including redeployment of ICE agents at TSA checkpoints, led to a 10,500 decrease in detention populations by early April 2026. Consistent with our internal forecasts, populations have begun to rise again, reaching approximately 65,500 in early July. Dave will review our population assumptions at a high level reflected in our financial guidance. As demand from ICE returns, populations in activating facilities continue to increase. We continue to receive detainee populations at our 2,560-bed California City Detention Facility, where we signed a new contract effective September 1st, 2025, and our 2,160-bed Diamondback Correctional Facility, where we signed a new contract effective September 30th, 2025.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

As of June 30th, 2026, we cared for 1,674 and 1,522 individuals respectively at these two facilities. As mentioned last quarter, after obtaining a special use permit at the Midwest Regional Reception Center, we began accepting detainees at this previous idle facility in March. As of June 30th, we cared for 379 individuals at this facility. We continue to maintain four idle corrections and detention facilities containing approximately 5,500 beds to meet any federal or state increase in demand. We remain confident that the corrections and detention beds that we provide are the most humane, most efficient logistically, most compliant, most secure, are readily available, and provide the best value to the government. Since our last earnings call, our share price has begun to reflect the underlying value of our business and our assets.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

However, we believe that our current share price continues to apply a significant discount to the fair value. Based on updated guidance, our enterprise value to EBITDA multiple has actually contracted since last quarter after taking into consideration the cash on our balance sheet, and we trade at a meaningful discount to our long-term average. Accordingly, we plan to continue prioritizing our share repurchase program, taking into consideration our stock price and alternative opportunities to deploy capital. Additionally, the recently completed facility sales provide meaningful proceeds that have been used to reduce outstanding debt and can be used for further debt repayments and investments to bolster our core business. Following on the successful acquisition of CSP, M&A can also provide opportunities for growth, but any potential transaction will need to be a strategic fit and compare favorably on a valuation basis with our other capital deployment targets.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

With that, I'll turn the call over to Dave to discuss our second quarter financial results in more detail, our capital allocation activities, and the assumptions underlying our updated 2026 financial guidance. Dave?

David Garfinkle
CFO at CoreCivic, Inc

Thank you, Patrick, and good morning, everyone. In the second quarter of 2026, we generated GAAP EPS of $0.37 per share and FFO per share of $0.63. Special items in the second quarter of 2026 included $0.7 million of expenses associated with M&A activities reported in G&A expense for the acquisition of Clinical Solutions Pharmacy, compared with $1.5 million of M&A expenses in the prior quarter related to the acquisition of the Farmville Detention Center. Excluding M&A expenses from both periods, adjusted EPS was $0.38, compared with $0.36 in the second quarter of 2025, and normalized FFO per share was $0.64 per share, compared with $0.59 per share in the prior year quarter. As a reminder, the prior year quarter included the collection of Employee Retention Credits of $11.6 million, including interest, or $0.08 per share.

David Garfinkle
CFO at CoreCivic, Inc

Excluding this per share impact from the prior year, adjusted EPS and normalized FFO per share increased 35.7% and 25.5%, respectively. Adjusted EBITDA was $109.4 million, compared with $103.3 million in the second quarter of 2025. Again, excluding the Employee Retention Credits from the prior quarter, adjusted EBITDA increased $17.7 million or 19.3%. We received the final payment we claimed for the Employee Retention Credits in the first quarter of 2026. The increase in adjusted EBITDA from the prior quarter resulted from the activation of five previously idle facilities under new management contracts with ICE and the acquisitions of the Farmville Detention Center on July 1st, 2025, and Clinical Solutions Pharmacy on April 1st, 2026. Our per share results were also favorably impacted by an 8.9% decrease in weighted average diluted shares outstanding as a result of our share repurchase program.

David Garfinkle
CFO at CoreCivic, Inc

Following the acquisition of CSP to better reflect our operational strategy, beginning in the second quarter, we redefined our operating and reportable segments. Our CoreCivic Residential segment consists of the 64 correctional, detention, and reentry facilities we manage. Our CoreCivic Services segment consists of the delivery of complementary services to the corrections industry, including pharmaceutical supplies and services through CSP, transportation through our subsidiary, TransCor, and electronic monitoring and case management services as alternatives to incarceration through our subsidiary, Recovery Monitoring Solutions. Finally, our CoreCivic Property segment remains unchanged, currently consisting of five correctional facilities held for lease to government agencies. Operating margins in our Residential segment, which generated 92.4% of our segment net operating income, decreased to 22.4% from 26.1% in the prior year quarter, primarily due to $8.2 million of ERCs reflected in facility operations during the second quarter of 2025.

David Garfinkle
CFO at CoreCivic, Inc

The operating margin was 24.5% in the prior year quarter, excluding the ERCs. The decline in ICE populations in the second quarter of 2026, which we believe was temporary, contributed to the margin decline. Although we generated operating income of $21.1 million at the four facilities we continued to activate, they were only 55% occupied during the second quarter of 2026. Operating margins are expected to increase in the second half of the year as occupancies increase at these facilities and as ICE populations portfolio-wide increase from the declines in the second quarter. Margins could be negatively impacted at the facilities we sold and by start-up activities under a new management contract with ICE at the 1,600-bed Prairie Correctional Facility. The operating margin in our Services segment was 10.2% in the second quarter of 2026, in line with expectations.

David Garfinkle
CFO at CoreCivic, Inc

The Services segment generated 6.1% of our segment net operating income in the second quarter of 2026, up from 0.5% in the prior year quarter due to the acquisition of CSP. Turning next to the balance sheet. During the second quarter, we funded the $148 million initial purchase price for CSP with cash on hand and borrowings under the revolving credit facility. We also obtained a $100 million incremental term loan shortly following the acquisition to replenish the borrowings under the revolving credit facility. We obtained the incremental term loan, which had a 364-day maturity and was prepayable without penalty, as a short-term solution to maintain our strong liquidity position as we assess potential asset sales that could further enhance our liquidity. As of June 30th, our leverage, measured by net debt to adjusted EBITDA, was 2.9 times using the trailing 12 months.

David Garfinkle
CFO at CoreCivic, Inc

As of June 30th, we had $108.9 million of cash on hand and an additional $273.3 million of borrowing capacity on our revolving credit facility, which had a balance of $280 million outstanding, providing us with total liquidity of $382.2 million. On July 2nd, 2026, we completed the sales of our 2,560-bed California City Detention Facility and our 1,994-bed Otay Mesa Detention Center, both located in California, to the Department of Homeland Security for a total gross sales price of $1.5 billion while retaining management of these facilities. After transaction costs and estimated federal and state income taxes, which will be paid next month, we estimate our net proceeds to be $1.1 billion. We used the net proceeds to pay down debt totaling $608.5 million as detailed in our press release, including $238.5 million of our 4.75% unsecured notes that will be repaid on August 12th.

David Garfinkle
CFO at CoreCivic, Inc

Earlier this week, after entering into a new management contract with ICE to activate our Prairie Correctional Facility in Minnesota, we completed the sales of our Midwest Regional Reception Center and our Prairie facility for a total gross sales price of $734 million, again, retaining management of these facilities. After estimated federal and state income taxes and transaction costs, we estimate our net proceeds to be approximately $522 million. After income taxes and debt repayments, we will have approximately $1 billion of cash on hand, total debt outstanding of $739.1 million, and $553.3 million of borrowing capacity under our revolving credit facility. This is more liquidity than the company has ever had and provides us with significant flexibility to execute our capital allocation strategy and growth plans.

David Garfinkle
CFO at CoreCivic, Inc

On August 4th, the board of directors authorized an increase to our existing share repurchase program, pursuant to which we may purchase up to an additional $500 million in shares of our common stock, increasing the total repurchase authorization to $1.2 billion. Since the share repurchase program was authorized in May 2022, we have repurchased a total of 28.1 million shares at an aggregate cost of $444.2 million, or $15.82 per share. Including the increased authorization, therefore, we have $755.8 million authorized and available under the share repurchase program. We expect to utilize a substantial portion of the remaining net proceeds from the facility sales to repurchase shares for our common stock under the recently expanded authorization.

David Garfinkle
CFO at CoreCivic, Inc

While these facility sales have created significant balance sheet flexibility, following the sales, we still retain ownership of a vast real estate portfolio consisting of 56 corrections, detention, and reentry facilities with a design capacity of 63,727 beds containing 12.3 million square feet, including nine facilities contracted and dedicated fully to ICE with a design capacity of 10,750 beds containing 2.2 million square feet. Stated differently, even after these sales, we are not simply a services company. We remain a significant owner of specialized mission-critical real estate infrastructure that is very difficult to replace with the operating expertise to manage those assets effectively for federal, state, and local government agencies, providing steady, predictable cash flows. Moving lastly to a discussion of our updated 2026 financial guidance.

David Garfinkle
CFO at CoreCivic, Inc

Because of the significant gain on sale, we expect to generate diluted EPS of $15-$15.20, an adjusted diluted EPS, which excludes special items, of $1.62-$1.70, up from $1.53-$1.63 in our previous guidance. We expect to generate normalized FFO per share of $2.61-$2.70, up from $2.60-$2.70. We expect adjusted EBITDA of $440.5 million-$445.5 million, compared with $453.8 million-$461.8 million. Our updated guidance reflects our best estimate of the financial impact of the aforementioned four facility sales and our expected continued management of these facilities. Although we and ICE have not yet modified the management contracts for these facilities to reflect the change in ownership, the range of our guidance incorporates our best estimate of the financial impact of the change in ownership.

David Garfinkle
CFO at CoreCivic, Inc

The updated guidance reflects the repayment of $608.5 million of debt, including $238.5 million of 4.75% unsecured notes that will be repaid August 12th. Our updated guidance for adjusted net income, FFO, and EBITDA were each favorably impacted by interest income associated with the residual cash balance after the repayment of debt resulting from the facility sales. Unlike net income and FFO, EBITDA excludes the benefit of the reduction in interest expense resulting from the repayment of debt. Our updated guidance does not include the impact of any share repurchases we may execute during the second half of 2026, which could negatively impact net income, FFO, and EBITDA for a reduction in interest income associated with any cash used to repurchase shares, but could favorably impact their corresponding per-share measures for the reduction in our weighted average shares outstanding.

David Garfinkle
CFO at CoreCivic, Inc

In addition to the financial impact associated with the facility sales, our updated guidance reflects modestly higher residential populations based on recent trends compared with our previous forecast, which already contemplated higher populations in the second half of 2026. The average daily ICE populations in our care declined by 6.6% during the second quarter from the first quarter of 2026, and nationwide ICE detention populations declined from a high of 70,766 at the end of January to 60,311 in early April, a decline of 14.8%. We believe these declines were for temporary reasons, including a partial government shutdown that centered around DHS funding, a reorganization of DHS leadership, and the subsequent impact to enforcement activities, including redeployment of ICE agents to TSA checkpoints, each of which has since resolved. Since early April, nationwide ICE detention populations increased to 65,765, or 9%, in mid-July.

David Garfinkle
CFO at CoreCivic, Inc

ICE populations in our care increased by 17.7% during the same period. Although the updated guidance includes the new management contract at the Prairie facility, taking into account startup activities and a phased commencement of intake operations at the facility, the updated guidance reflects an immaterial impact to earnings for the remainder of 2026. The updated guidance also includes an increase in general and administrative expenses for higher incentive compensation associated with the facility sales. As Patrick mentioned, in addition to the facility sales completed to date, we have recently begun discussions with ICE about the potential acquisition of additional detention facilities from us. These discussions are in preliminary stages, and our updated guidance does not include the impact of any potential additional facility sales.

David Garfinkle
CFO at CoreCivic, Inc

We plan to spend $65 million-$75 million on maintenance capital expenditures during 2026, and $15 million for other capital expenditures, up $5 million from our prior guidance. Our 2026 forecast also includes $35 million-$40 million for capital expenditures associated with previously idle facilities we are activating and for additional potential facility activations, down $5 million from our prior guidance. 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 and growth CapEx, such as acquisitions and facility activations, to range from $257.5 million-$271.5 million for 2026. We expect our annual effective tax rate to be 25%-28%, substantially unchanged from our prior guidance. The full year EBITDA guidance in our press release provides you with our estimate of total depreciation and interest expense.

David Garfinkle
CFO at CoreCivic, Inc

We are forecasting G&A expenses in 2026 to range from $173 million-$175 million. I will now turn the call back to the Operator to open up the lines for questions.

Operator

Thank you. As a reminder, to ask a question, you will need to press star one one on your telephone and wait for your name to be announced. Please limit yourself to one question and to one follow-up question. Please stand by while we compile the Q&A roster. The first question comes from the line of Greg Gibas of Northland Securities. Greg, please go ahead.

Greg Gibas
Greg Gibas
Analyst at Northland Securities

Hey, good morning, Patrick, David. Thanks for taking the questions. Are you able to provide how much of the adjusted EBITDA guidance delta reflects the anticipated contract adjustments to the facilities sold? Maybe when does that imply contract changes were or will be effective?

David Garfinkle
CFO at CoreCivic, Inc

Hey, Greg. It's Dave. Good question. Yeah, we've incorporated the range of outcomes from those negotiations into our guidance, we're not specifically quantifying them, for obvious reasons. Those negotiations are not yet complete. We felt like incorporating our best estimate into the range would provide investors with what the run rate could be. I don't yet know the effective date of those contract negotiations, when they'd be effective either as of yet.

Greg Gibas
Greg Gibas
Analyst at Northland Securities

Got it. Also as it relates to guidance, could you maybe discuss what it assumes with respect to ICE populations in Q3 and Q4, and maybe how that's changed since you last provided guidance?

David Garfinkle
CFO at CoreCivic, Inc

Yeah, sure. If you recall last quarter, we expected ICE populations to decline in the second quarter of 2026, increasing in the second half of the year. That was already baked into our guidance. We did increase, probably the range is probably $5 million-$10 million for seeing those increases sooner than what we had in our previous guidance. I think you've seen the nationwide detention populations have now been published, and they have reflected an increase. That's probably going a little bit faster than what we had anticipated last quarter.

Greg Gibas
Greg Gibas
Analyst at Northland Securities

Understood. Thanks very much.

David Garfinkle
CFO at CoreCivic, Inc

You're welcome. Thank you.

Operator

One moment for your next question. The next question comes from the line of M. Marin of Zacks. M, please go ahead.

M. Marin
Analyst at Zacks

Thank you. Given that you're currently engaged in early-stage discussions with ICE regarding additional potential asset sales of facilities, is it reasonable for us to think that there might be a temporary pause on share repurchases during this current quarter, which presumably would not indicate any change in your prioritization of capital allocations?

David Garfinkle
CFO at CoreCivic, Inc

Yeah. I'll tag team with Patrick on that maybe. It all depends on the status of negotiations. You'll see we kind of changed the tone of those discussions to be very preliminary at this point. We've been in deep discussions for the due diligence on both Prairie and Midwest for a large part of the last quarter or maybe even beyond then. That did create some restrictions on our ability to buy back stock. It all depends on the facts and circumstances of what we know at the time the window is open. Obviously, we're closed for earnings currently until next week when our window would normally open up. Based on discussions right now, I think we feel pretty good about being able to buy back stock in the second half of the year. It will all depend on the status of those discussions.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

The only thing that I would add is, obviously, we've seen meaningful price movement in the second quarter. We did not repurchase shares in the second quarter. That was not because we don't believe our stock is undervalued. We certainly see the value of being able to be in the market and initiate or continue our repurchase program. Certainly looking for those opportunities as they do present.

M. Marin
Analyst at Zacks

Understood. As your consolidated occupancy, which reflects ICE and other government partners, continues to rise, can you please remind us of what the historical peak was from prior years?

David Garfinkle
CFO at CoreCivic, Inc

Yeah. I've been with the company since 2001. That was probably the last time we were in the mid 90% occupancies. It's been that long since it's been over 90%. Pre-pandemic, I think we were in the upper 80%s in terms of total occupancy. We haven't yet hit that percentage as of yet.

M. Marin
Analyst at Zacks

Okay. Thanks very much.

Operator

One moment for your next question. The next question comes from the line of Jordan Hymowitz of Philadelphia Financial. Jordan, please go ahead.

Jordan Hymowitz
Analyst at Philadelphia Financial

Thank you. A couple things. The $500 million buyback is not in the FFO guidance. If you would buy that back, the FFO guidance would be like 15% or 16% high on a per share basis, correct?

David Garfinkle
CFO at CoreCivic, Inc

Well, correct. We did not include any share buybacks in our guidance. It's a weighted average calculation, so we wouldn't get the immediate benefit for a full year. Yeah, depending on what price you're buying back at the current prices, I think it's around 15% to 17% of total shares outstanding if we were to execute on the full $500 million.

Jordan Hymowitz
Analyst at Philadelphia Financial

Is there any program you could explain that's an automatic buying, like those 10b5-1 programs that automatically sell and there's no blackouts. Is there any such thing that a bank constructs that automatically buys a certain amount every month, so even if you were in knowledge of MNPI, it would still execute?

David Garfinkle
CFO at CoreCivic, Inc

Well, you'd have to be in an open window when you gave those instructions. I think nothing really better than a 10b5-1 that would enable us to trade through closed windows. Again, you have to be in an open window when you enter into those agreements, and then they could extend through a closed window.

Jordan Hymowitz
Analyst at Philadelphia Financial

Last question is, how much stock could you buy back? Said a different way, what is the binding debt level to become an investment grade company, which I assume is your goal? What ratios do you hope to retain that would enable you to achieve an upgrade that would bind in some ways how much stock you could buy back?

David Garfinkle
CFO at CoreCivic, Inc

If I understand your question, Jordan, I think you're referring to the restricted payment basket covenant we have in our 2029 notes that limits our buyback. We have a restricted payment basket unless we're below two times leverage. Using kind of current metrics, we could buy around $1 billion, and still be below that two times leverage. Did I get that question right, Jordan?

Jordan Hymowitz
Analyst at Philadelphia Financial

You answered it a different way to the same place. Thank you.

David Garfinkle
CFO at CoreCivic, Inc

Okay.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Maybe to add on that just a bit. What we've stated previously is our leverage policy is two and a quarter to two and three quarter times leverage. We are below that. We want to make sure that we're in a position where we are able to deploy capital at the levels that we believe would be advantageous to our shareholders and give us that flexibility, which is under two times. We have not established a target of investment grade necessarily, we're always looking at what is optimal leverage from a value creation standpoint. We have been through periods of investment grade ratings and periods of non-investment grade ratings, that's always a calculus that we consider when we're looking at our leverage policy and how we approach that.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

I think today we should look at two times as being a limiter, at the same time, it's somewhat a function of the amount of capital available to deploy, as well as additional capital that may result from additional future asset sales if they do occur. There's a point at which leverage could drop further to the extent that there are sufficient available proceeds to give us that flexibility while availing ourselves of a repurchase program or other investments.

Operator

As a reminder, to ask a question, you will need to press star one one on your telephone and wait for your name to be announced. One moment for your next question. The next question comes from the line of Bill Sutherland of Benchmark StoneX. Bill, please go ahead.

Bill Sutherland
Analyst at Benchmark StoneX

Thank you. Good morning. When you have Prairie up and running under contract at stable occupancy and $75 million in revenue, how should we think about the incremental EBITDA from that facility?

David Garfinkle
CFO at CoreCivic, Inc

I would say the margins on that facility are consistent with our other ICE contracts.

Bill Sutherland
Analyst at Benchmark StoneX

Okay.

David Garfinkle
CFO at CoreCivic, Inc

Consistent with the portfolio average as well.

Bill Sutherland
Analyst at Benchmark StoneX

Okay. Dave, I was also thinking about is there something we should know about kind of the quarterly cadence for the rest of the year, given the puts and takes that you talked about with the model?

David Garfinkle
CFO at CoreCivic, Inc

I think the only fluctuations you're going to see are we're still ramping up our California City facility, our Diamondback facility. Those are the two large facilities that continue to ramp. I think I mentioned in my prepared remarks, the four facilities that were ramping during Q2 are 55%. We do expect them to

David Garfinkle
CFO at CoreCivic, Inc

To continue ramping in the second half of the year. If you back out our annual EBITDA guidance from what year-to-date EBITDA is, you get to a run rate around $450 million of total adjusted EBITDA. That obviously does not include the Prairie facility because the Prairie facility, we won't be able to accept the first detainees until late this year, and it won't reach full activation until the second quarter of 2027.

Bill Sutherland
Analyst at Benchmark StoneX

That's helpful. Thanks. Lastly, I was just thinking about what DHS is trying to get done here with capacity, curious what you've heard about anything other than obviously the facilities they would like to buy from you and GEO and a few others. Where is the warehouse strategy at this point in their plans?

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Well, the public statements from DHS has been that there has been a de-emphasis of the warehouse strategy. There were four of the warehouses of the 11 that they had purchased, they were continuing to explore whether they would convert those into operations. We believe they're still exploring that for some of those facilities. Again, we've seen pivots in strategy multiple times under the current administration. Whether we look back to the beginning with the Fort Bliss concept or an Alligator Alcatraz concept, or utilization of state capacity or warehouse opportunities, there's been really a number of organic shifts in demand. We've been there consistently through that process and continue to believe we provide an optimal solution for ICE to the extent they wish to use it.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Certainly, you're seeing that evidenced through the award at our Prairie facility, have seen that with awards to our competitors. We think we provide a high-quality solution that provides great value to the government, think we're very well positioned to be able to meet any additional demand to the extent that it does present.

Bill Sutherland
Analyst at Benchmark StoneX

Okay. Thanks, Patrick. Appreciate it.

Operator

One moment for your next question. The next question comes from the line of Edwin Groshans of Compass Point Research & Trading. Edwin, please go ahead.

Edwin Groshans
Edwin Groshans
Analyst at Compass Point Research & Trading

Thank you. Hey, [Michael.] You talked about the outlook and we're talking about detentions and there were reports that July was a record for apprehensions for ICE. That followed a record in June. There's talk of ICE has a target of 100,000-120,000 beds. You mentioned you have four or five still idle facilities. Can you just talk about what you're seeing in detentions and then expectations for the idle facilities, whether that's reactivation or, and I know you've discussed preliminary discussions on potential sales, but I guess really looking at reactivation in the ICE activity.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

I would answer that through two lenses. As you mentioned, there has been an increase in enforcement activity the last couple of months that we've seen reflected in increases in detention populations in our facilities and in the national statistics. I believe we've seen three contract awards just in the last month, for activation of new capacity that was previously idled within the industry, both ourselves and our competitor. That clearly is an indication of anticipated additional demand needs. I think it's difficult to project what the pace would be for bringing on additional capacity beyond those contracts that have already been awarded. We have and continue to market our available capacity. As we mentioned in our comments, we have another 5,500 beds that are traditional turnkey facilities that are available today, again, in four facilities.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

We've got an ability to be able to provide additional capacity that's needed, and we're very well positioned to do that. We've made significant investments in that idle capacity to make it ready. Again, we've seen increased demand recently. If that continues, I think we're very well positioned for more, but I'd be reticent to provide any sense of timing at this point.

Edwin Groshans
Edwin Groshans
Analyst at Compass Point Research & Trading

Yeah. Fantastic, Patrick. Appreciate that. If we look at ICE's target of 100,000+ beds, there's been some commentary out there that system-wide, maybe there is 85,000 beds available. Even if ICE were to buy or contract for the idle facilities, it still seems as though they'd be short of their goal. Do you have any sense of how they can get to their goal, especially now in the prior question with putting the warehouse program on ice at the present time?

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

My view on that would be, I think the goal is organic. It's based on what the ultimate detention bed needs are at any given point in time. What I would say is, this moment, we believe that demand for additional capacity has increased with the awards that have already been made. We believe we're well positioned with already existing turnkey capacity to the extent there's more, and I believe there's other turnkey capacity available in the industry. As we've said on prior calls, we've also looked at a number of alternatives in terms of expansions of our existing facilities Or different ways that we could provide capacity to the extent that that demand did manifest. I can see pathways for the provision of up to 100,000 beds in the industry through a variety of different scenarios.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Continue to believe that turnkey solutions are the best initial option, and there's capacity to meet that demand initially. We've done a number of scenario analyses and believe that there are some alternatives that could certainly leverage that capacity higher to the extent that the demand presented.

Edwin Groshans
Edwin Groshans
Analyst at Compass Point Research & Trading

Okay. Would one of those alternatives I'm sorry, third question. I'll stop after this. I've heard potential discussions of doing sort of soft-sided facilities on the sites. Is that, when you talk about expansion, is that one of the potential alternatives?

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

There are a number of ways that you can flex up capacity and do it in a very humane and dignified way on the locations that are already operational. That would certainly be one pathway to achieving the additional capacity goal. Having capacity co-located can be very helpful for both the agency and for us operationally, as we try to deliver the highest quality service possible by concentrating in a single location allows us to also concentrate resources. Absolutely that would be I'm not going to speak to the form. You mentioned soft-sided. There could be a variety of forms of providing that capacity. Certainly that would be an optimal way to scale up capacity.

Operator

One moment for your next question. The next question comes from the line of Jordan Hymowitz of Philadelphia Financial. Jordan, please go ahead.

Jordan Hymowitz
Analyst at Philadelphia Financial

I just want to follow up on Ed's very thoughtful question, that is, you've now gone down the path of being willing to sell your facilities to others, and you've sold them to the government, would you be willing to sell them to event centers or apartments or I think in my own mind towards the San Francisco Armory, which was a prison at one point, and which became a movie theater show and now housing. In other words, are you willing to evaluate your assets at different price points to see what's there as opposed to just the use that it's currently in?

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

We're always evaluating the ways to maximize the value of our assets and looking at the alternatives that might present. I can say we have not at this moment, considered actively alternative uses for our facilities. We believe the highest and best use is what they're purpose-built for. We think that generates the highest value for those assets to the extent that we do consider a sale. If we were to be approached by a buyer that had interest in our capacity, we would certainly not turn away that conversation. To the extent that someone did want to engage in dialogue, we're very open to that. At this time, again, I think the best value that we can capture from our assets is for the purpose that they were originally built.

Jordan Hymowitz
Analyst at Philadelphia Financial

Thank you.

Operator

One moment for your next question. The next question comes from the line of Joe Gomes of Noble Capital. Joe, please go ahead.

Joe Gomes
Joe Gomes
Analyst at Noble Capital

Good morning, Patrick and David.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Morning, Joe.

Joe Gomes
Joe Gomes
Analyst at Noble Capital

There's been a lot of discussion today on ICE. Let's switch gears here. Maybe you could talk a little bit, and Patrick, on the state opportunities, the U.S. Marshals, where those populations have been. I know this time here in July is normally when you get your per diem increases. Maybe you could talk a little bit about how that unfolded this year.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

At the state level, we have made our way through the state legislative process. Our team was very effective at getting the traditional inflation-related per diem increases that we would expect we would get. We saw adjustments in some markets for additional compensation for wages for our staff, as we've provided significant wage increases in recent years. I would say from a state perspective, very consistent with what you would expect, no anomalies. That portion of our business continues to perform well, and outlook for balance of the year continues to be solid in our state operations. We find out later in the year, after the legislative sessions have resolved and they begin to spend budget dollars as to what additional demand may present.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

It's very possible that we could see additional demand for services from those customers, but certainly don't have anything at this time that would be notable to share. On the Marshals Service, one of the things that we referenced, in both our press release and our script, is that in a number of our facilities where the Marshals Service and ICE share capacity, you see a mix shift from Marshals Service to ICE. We have seen positive movement in Marshal populations in the last quarter. When you look at overall trends, I would say we're seeing trends that would be, I think, at this point, consistent with the seasonal expectations that we would normally see this time of year, but not more than that.

Joe Gomes
Joe Gomes
Analyst at Noble Capital

Okay. Patrick, 10,000 ft level type question here. Again, we made the sales, got the proceeds, increased stock buyback. The stock's up 70% year-to-date. What gives you confidence? What are you looking at that the stock today is still a great value for the share repurchase program?

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Thank you for that question. I'd go back a little bit to the question that was asked earlier around free cash flow per share, because with the cash that we have on our balance sheet, with it not having been deployed, you don't see the value of that cash reflected yet in our per-share metrics. The consequence of that is when you look at EPS or price to earnings, or you look at free cash flow per share at this moment, we believe it understates the value of the cash that sits on our balance sheet. For our purposes, the way that I've looked at the value of our company this moment is from an enterprise value to EBITDA perspective.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

If I think about the dynamics that we've seen since the beginning of the year, we have seen north of a 60% increase in our share price, but we're actually trading more cheaply today than we did coming into the year. From a multiple perspective, our multiple today, well, there's been movement during the day today, but it's approximately six times EBITDA, which is well below our historical EBITDA multiple average over the last 20 years of nine and a half times. I'd argue we're objectively cheap. How do I look at that in terms of the value creation that's occurred? Looking at the four transactions that we have completed, $1.6 billion in net after-tax proceeds, that's $16 a share in cash.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

I think about the beginning of the year, the additional cash from these transactions, the performance and visibility that you have with the guidance that we've provided, which we believe reflects the impact that we're going to see on our operating contracts. You're looking at a stock that, despite the movement that we've experienced year-to-date, we believe is significantly undervalued. Just using enterprise value to EBITDA and our guidance and the debt level that Dave described, the $734 million as we go forward. At nine and a half times, our shares would trade just north of $48, which again, that's our 20-year average. If you look at eight times, we would trade at $41.50, seven times, $37.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Today, if we're trading approximately $32, we think the stock is still very attractively valued, and that's based on the value that we've been able to capture this year and that we would hope to be able to redeploy in a way that over time is reflected in our per-share metrics.

Joe Gomes
Joe Gomes
Analyst at Noble Capital

Thank you for that, Patrick. Much appreciated.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Thank you.

Operator

This concludes the question-and-answer session. I will now turn the call back over to Patrick Swindle for any closing remarks.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Thank you, Operator, and thank you everyone who's joined our second quarter earnings call today. In closing, our overall operational performance affirms that the goals that we set are translating into meaningful results. Strong operating and financial performance, successful facility activations, and continued demand from our government partners reflect the confidence we have earned by delivering quality, compliant service, and care. These outcomes also demonstrate the strength of our people and our ability to respond to change with integrity, excellence, teamwork, service, and impact.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

Just as important, our progress confirms that we are well positioned to lead our industry's evolution, adapting, innovating, and expanding our capabilities while strengthening our culture and our relationships. When we improve operations, support our employees, and deliver better outcomes for those in our care and the partners and communities we serve, we turn performance into purpose.

Patrick Swindle
Patrick Swindle
President and CEO at CoreCivic, Inc

That is how we advance our strategic ambition of building safer, healthier, and more productive communities one person at a time. Again, thank you all for joining today.

Operator

This concludes today's conference call. You may now disconnect.

Executives
    • Jeb Bachmann
      Jeb Bachmann
      Managing Director of Investor Relations
    • Patrick Swindle
      Patrick Swindle
      President and CEO
Analysts
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