Good morning and welcome to the NOBLE Capital Markets Virtual Equity Conference. I am Joe Gomes, Managing Director and Senior Analyst at Noble Capital. Today, I have the pleasure of introducing CoreCivic. Following the presentation, we have some time for Q&A. CoreCivic is a diversified government solutions company with the scale and experience needed to solve tough government challenges in flexible, cost-effective ways. With us today from the company is David Garfinkle, Chief Financial Officer. With that, I'm going to turn it over to the company. David, the floor is yours. Thank you, Joe. I appreciate you putting this conference on. We've got a full schedule, so I really appreciate all your work in putting the investors together for us. I am joined today with Brian Hammonds, our Vice President of Finance and Controller. I've been with the company since 2001, so I guess I've just passed 24 years in my current role as CFO since the middle of 2014. And Brian, do you want to give a quick introduction? Yeah. So I joined the company in 2003. Prior to that, I was in public accounting, and so I've been with the company here for 22 plus years working with Dave. Thanks, Brian. We've got a presentation we'll go through rather quickly. I don't know that we'll touch on every slide in the deck, but we certainly want to leave time for Q&A at the end. We'll try to go through this pretty quickly. CoreCivic, we operate really in three different segments. What we call our safety segment has been—we've been in business since 1983. That's the operation and mostly ownership of correctional and detention facilities for state, federal, and local governments. Forty plus years we've been in business. Second segment, and that's the lion's share of our business, is the safety segment. The property segment is where we own correctional and detention facilities, and we lease them out to our state government partners, and they conduct the operations within those facilities with their staff. More real estate-like, more REIT-like, where we just collect a monthly fixed rent check from our state government customers. The third segment is established around the same time as the property segment, which was 2012. In 2013, we bought a portfolio of residential reentry facilities, more commonly known as halfway houses. Those are typically smaller facilities, a couple hundred beds to several, maybe a thousand bed facility, but generally smaller than correctional facilities in the safety segment. The economics of the safety segment and the community segment operate pretty similarly. We're paid a per diem, a rate per day. We count the number of people at midnight, and you multiply that by the per diem rate in the contract, and that's our revenue for that day. Compared and contrast with the property segment, which was, as I mentioned, like a fixed monthly payment from lease agreements. A fairly large company, we've got metrics on there, $488.6 million, close to $2 billion on an annual basis, $25.1 million of net income, and $81 million of adjusted EBITDA. Those are numbers there for the first quarter. Moving over to a map, we're coast to coast, primarily in the southern half of the United States, typically right to work states. You can see the percentage of NOI on this slide. About 92% of our NOI is generated out of the safety segment. As I mentioned, that's our largest segment, always will be, and it's supplemented with 3.1% of our NOI. In this context, NOI is the same thing as EBITDA. So 3.1% of our NOI is generated from our property segment, and then 5.2% of our NOI generated at the community segment. We do have, back to the safety segment, 43 facilities, close to 65,000 beds. We do have seven idle prison facilities in that segment for 8,459 beds. That will provide us with a lot of growth as we proceed through the presentation here and talk about the opportunities to utilize that idle bed capacity. We have two idle facilities in the property segment, 4,960 beds. One of those actually will probably transfer—did transfer over to the safety segment in the second quarter as we entered into a letter contract for our California City facility. And then 21 facilities in the community segment. As I mentioned before, these are a portfolio of halfway houses. Industry market share, we probably have a little bit of a misunderstanding in the industry. The private correction industry only cares for less than 8% of the nation's prison population. We are the largest non-government owner of correctional and detention real estate in the United States. We own about 55% of all privately owned correctional and detention capacity, and we manage about 39% of privately managed correctional and detention capacity. Obviously, our largest competitor is the GEO Group, another publicly traded company. In the federal detention market, ICE is our largest customer. A little over 20%—was it around 30% of our business from Immigration and Customs Enforcement and about 20% from U.S. Marshal Service. The private sector, with Immigration and Customs Enforcement nationwide, manages about 79% of ICE detention populations, or about 25% of detention populations. For the U.S. Marshal Service, about 85% of that detention capacity is outsourced to the private sector. I'm sorry, 35% of the private sector manages the U.S. Marshal populations, and we manage about 14% of the U.S. Marshal populations, which they outsource about 85%. Moving over to stable cash flows, this is a long-term history kind of broken down. We were a C corporation from 2009 to 2012, actually precedes 2009, but as far as this chart goes, we converted to a REIT in 2013, operated as a REIT from 2013 to 2020, and then converted back to a C corporation in 2021. Long, long track record of stable cash flows. You can see a little bit of dip there during the 2022, 2023 time period. That was a little bit attributable to the pandemic. Actually, let me back up here. Down at the bottom, you can see about half of our business is with the federal government, 50% of revenue from federal partners, 41% from our state partners, and then the rest is primarily revenue generated from our local partners. Here is where kind of a trend of occupancy. You can see there during the 2020 to 2023 period, we were significantly impacted by the COVID-19 pandemic. Obviously, it is very difficult to social distance within a correctional or detention setting. Our government partners took down populations. ICE, most notably, was under Title 42, where there were declining entry into the United States, and therefore that negatively impacted detention populations in the industry, including CoreCivic. Those populations have obviously started to return, not quite to pre-pandemic levels. You can see on the far right there, 77% occupancy is where we were, our average occupancy during the first quarter of 2025. We were slightly above the 80% level pre-pandemic. We are on our way to getting back to pre-pandemic levels. We have a leveraged financial model. As we increase occupancy, our margins are increased exponentially because we have our fixed costs covered. We often do not have to hire additional staff to bring on additional detainee populations or inmate populations and would only incur variable costs associated with bringing on those populations. Those last margins, those last populations coming into our facilities come at pretty high margin levels. The opportunity in the short term for us, obviously, during the transition from the Biden administration to the Trump administration, the Biden administration had more of an open borders immigration policy. Trump administration coming in wants to execute a mass deportation program that does include detaining a good number of those people who will be deported. We have already begun to see increases in populations. Even though, I should say, that while numbers at the border have dropped significantly, and I think that's due to some of the policies of the administration talking about detaining people, sending them outside the country, those things are deterrents for people coming to the border. Most of the increase in our business, you can see the trend of populations here on the lower left, up around 50,000 number of people in ICE detention facilities today. Most of that is coming through interior enforcement rather than at the border. Typically, Customs and Border Patrol is sending people to detention facilities. You see that number's dropping off while ICE arrests are more interior enforcement, and that number is climbing. Overall, total detention populations have been growing probably more so toward the end of the first quarter and into the second quarter since Trump was inaugurated. For us, that's a pretty meaningful opportunity. Here, this slide just kind of quantifies. We do have nine idle facilities in our Safety and Property segments that we could utilize, 13,419 beds. What we did here, this slide kind of outlines, quantifies the opportunity at different scenarios, 50% utilization, 70%, and 90% utilization. That would probably come through not activating all of these facilities at 50%, but activating half of them at more high 90%. That's why you do not see numbers in this gray box here. It does cost us about $17 million to carry these facilities. That's for maintenance, insurance, property taxes, and so forth. If we were able to activate these facilities with new contracts, and ICE is the obvious most logical user in the short term, we would eliminate portions of that idle facility cost. What we did here, we have a supplemental disclosure report on our website that you can access. We report that we generated $24.26 per person per day. That's across the portfolio. If we use that same $24.26 and we activated, say, 70% of our beds, that would result in $83 million of EBITDA. That's probably a conservative number because this is across the portfolio. As you can imagine, in a portfolio of our size, not all of our contracts might generate healthy margins. Some might even be for brief periods of time underwater, losing money. If we're going to bring on a new, activate a new contract with an idle facility under a new contract, we would expect that to be profitable. It's probably going to be more profitable than the average operating income per compensated mandate across the portfolio. This is just an illustration. It's built on conservative assumptions here at the $24.26. This would be the EBITDA associated with activating idle facilities under these three different scenarios. We also have about 1,000 beds of capacity under existing contracts. These are contracts already in the portfolio that are not being fully utilized. Likewise, this margin is even more conservative than the margin up here because of the leveraged financial model I spoke about on the previous slide. If you're bringing in 1,000 people topping off facilities, you're not going to have to incur the fixed expenses for bringing on these 1,000 beds. They're likely only to incur variable expenses. For mathematical purposes and so that people can see and tick and tie numbers, bringing on this 1,094 additional beds could generate anywhere from $4.8 million-$8.7 million. On an annual basis, if we activated 90% of our idle capacity, that would generate $131 million of additional EBITDA. The bullet points over here outline why that is really a conservative estimate. Trump has talked about using alternative beds, Guantanamo Bay, military bases, bureau prisons, international operations such as El Salvador. We provide a much better solution. We believe we've got 40 years of experience. It would be the low-cost provider, especially if you compare it to some of these other alternative solutions. We meet the various federal detention standards where the most least likely to be legally challenged compared with some of these alternatives because we've been doing this for 40-plus years. Listing up here a bunch of new contract awards that we've had over the past recent from 2001 to 2025, just really whatever fits on the page. You can see here we've entered into a couple of letter contracts this year, one in April, one in March, one to activate our California City Immigration Processing Center. Letter contracts are six-month contracts to activate facilities. It takes four to six months to hire, train, and prepare a facility to accept a residential population. We have two of them, one in California City, one in Leavenworth, Kansas. These are currently during the six-month periods right now. As we negotiate longer-term contracts with ICE, hopefully these will convert to longer-term contracts. We want a couple of state contracts as well with the state of Montana. There are other states looking at additional capacity. We just see a lot of opportunity to grow our business, not just with ICE, but with many of our state customers as well as new state customers. Capital allocation, we focused in on paying down debt. I said we were a REIT until 2021, really laddered out the maturity schedule. We've paid down about $1.3 billion of debt since our decision to convert from a REIT to a taxable C corporation. We've been buying back stock. Again, the colors represent the various tax status, pre-REIT and so forth. What is it? $2.4 billion we've returned to shareholders, whether that was through stock buybacks or through dividends during the REIT years. Right now, we're still in a stock buyback program. We believe our stock is undervalued, particularly when you consider the opportunity for new contracts. We'll continue to allocate our capital priorities, our cash flow toward stock buybacks. With that, Jeo. I've used up about 15 minutes. There's the management team and our board of directors, a good diverse group of management team and board of directors. Then there's an appendix with some reconciliations that I don't feel I need to get into on this call. In the interest of time, I'll turn it back to you for opening up for Q&A, which I'll tag team with Brian on. Thanks, David. Great presentation. You've touched on it some, but let's see if we can dig down a little bit more on all of the activity that's going on with the ICE and how this is benefiting CoreCivic. Maybe you could talk a little bit more about some of those recent deals or contracts or letter agreements that you've signed and the status of those, where they stand. Is some of these DOGE efforts impacting implementation of such contracts? Maybe you could get a little bit more into the weeds. Yeah, sure. Yeah. So the two letter contracts we have are in our Leavenworth, Kansas facility. It's about a 1,000-bed facility. It's been idle since late 2021. It used to have a U.S. Marshal population. ICE has been interested in this facility for a long time. They're really using it as a consolidation of ICE populations in the Midwest. So not even really depending on an increase in ICE populations. They want to consolidate populations from various local jails into our Leavenworth, now known as the Midwest Regional Reception Center. That contract, the letter contract, was entered into in March. We are ramping it up. We're hiring. We're training people. We're investing CapEx dollars into activating that facility. Unfortunately, it is subject to a lawsuit that the city of Leavenworth believes we need a special use permit to reactivate. We don't believe we need a special use permit to reactivate that facility. That is going through the court process right now. Hopefully, we can get resolution to that, a successful resolution before the end of the six-month term, which expires in September. The other letter contract we have is with our California City Immigration Processing Center. That facility used to be leased to the state of California. That lease expired at the end of March 2024. It was a very large EBITDA contributor. It generated about $25 million in annual EBITDA. We are under a letter contract with ICE. Again, same situation as Leavenworth. We're hiring staff. We're training staff. We're investing in CapEx to have that facility ready to accept populations before the six-month term. It was entered into effective, was it April 1, Brian, I believe? That's right. Early April for that one. That one will be toward the end of the third quarter, early fourth quarter before that six-month is up. We believe we could get similar economics as the EBITDA that was being generated with the state of California. It's a large facility. It's 2,560 beds. Larger facilities, you get economies of scale. They typically generate higher margins, but certainly on a gross EBITDA level, a facility of that size could easily generate $25 million of incremental EBITDA. We continue to negotiate with ICE for that facility, homing in on the number of beds that they want to use and a per diem. It is in good shape that I believe we will be able to convert that to a long-term contract before that six-month term is up. With respect to DOGE review, there was a Washington Post article this morning on our competitor had a facility subject to DOGE review. It just kind of put them on pause. To me, I am always hesitant to understand how the market reacts, but it seems like an overreaction. DOGE is, we have been told DOGE will review contracts that are more than $20 million. We have some contracts in the queue. We do not have any contracts in our guidance that would be subject to DOGE review because we did not put any new contracts in our guidance. With respect to the guidance that we put forth when we released our first quarter numbers, no risk for DOGE review. I believe personally that that DOGE review is really, it's good. It's healthy. We welcome it because for the same reasons I mentioned before, we think we're the low-cost provider. We'll compare very, very favorably to any alternative use of detention capacity that the administration wants to have, like military bases or some of the international solutions or Guantanamo Bay, things like that will be much more expensive than our traditional solutions. I welcome it in that regard because I think we compare very favorably. It could create some delays in contract awards. I think ultimately, DOGE is waiting for reconciliation to be complete. The administration is waiting for reconciliation to be complete. There will be substantial dollars for border security and detention bed capacity that comes out of reconciliation. I think the DOGE review will probably just result in some delays in some new contracts that once they have funding secured, I think will kind of shake some of those contracts loose. Okay. Thanks for that detailed answer. Let's change gears for a second and talk a little bit more on opportunities in the state and local areas. Why are the states or local areas coming to CoreCivic? Don't they have their own prisons? And what can you offer that they are having challenges offering? Yeah. Interestingly, some of the opportunities have been created by staffing challenges. Staffing challenges were certainly very challenging during the COVID-19 pandemic. Our cost structure has really normalized probably back to pre-pandemic levels over the past couple of quarters. We're able to be nimble. I mean, we don't have to go to legislature to get additional funding. If we're having staffing challenges at the facility, we can offer retention bonuses, recruiting bonuses, relocation bonuses. We can do all things that private sector can do that the government can't do. If they run into staffing challenges, it's difficult for them to go to the legislature to get more money to provide wage increases to their staff. We can do that. We can get together down the hall and make that decision and provide them effective immediately. We can be much more nimble. On the staffing side, it has been interesting that some of the opportunities we've seen have come from staffing challenges from our public sector counterparts. The other thing that creates an opportunity is really outdated infrastructure. The public sector infrastructure is very outdated. It's crumbling. When budgets are tough, the maintenance is the first thing that they cut. We have a life cycle program. We keep all of our facilities up to date. We invest in them. It's probably $50-$60 million on an annual basis we put into maintenance CapEx to ensure that our facilities are up to date and not that they don't become obsolete. I think that combined with growing populations, coming out of the pandemic, populations are growing. Projections from our state customers show growth in inmate populations. Some of that's just due to recovery from the pandemic. Other of it's due to criminal justice reforms. I think the voting public has seen crime rates increase, and you're seeing criminal justice reform efforts over the past decade kind of reverse and getting more tough on crime. To be clear, CoreCivic does not lobby for anything that constitutes what constitutes a crime or how long sentences are. We're just a government service provider. We provide the capacity. We don't get involved in the debates over what constitutes a crime or how long sentences should be. We obviously monitor that. We do see that some of those criminal justice reform efforts are reversing, and governments are getting tougher on crime, which they project will result in an increase in correctional populations. Anything I missed there, Brian? No, I think you covered it. Yeah, those are the three areas. Okay. Great. Let's talk about one of the programs that your competitor has, the ISAP program. That is up for renewal at the end of July. There's been some indication that the government might extend that with your competitor for a year. Let's say this time next year that that's up for open bid. Is that a contract that CoreCivic would like to go after? Do you have the capabilities to handle some of the numbers that have been thrown out there going up to a million-plus people under this program, although it hasn't hit those levels in the past? Those are just some of the numbers being thrown out there. Yeah. Great question. It's a business line that we've been very interested in for a long time. GEO has been the incumbent for 20 years or so. Probably five or six years ago, we acquired a company in the electronic monitoring business. It generates about $30-$35 million in annual revenue. It uses ankle bracelet technology. It's geared more toward people who are habitual DUI offenders, have alcohol abuse issues. And it has the technology available so that if someone consumes alcohol, their skin will trigger the monitoring device. We have a call center. We get alerted that somebody's consumed alcohol, and then we get involved with case management to intervene in their issues. So it's a little different, but very similar to what GEO's ISAP, the Intensive Supervision Appearance Program, does. That program, ISAP, is with ICE. So it's not really focused on alcohol, but it does monitor where people are in geofence and things like that to help them check in for their immigration hearings, make sure that they don't get lost within the country. Yeah, this administration does seem to be focused in on detention. It's all about detention, detention, detention, not so much on catch and release or the monitoring program. To the extent that that program does grow, we have been agitating with ICE. We've got the capability. We have the technology. It's not complicated technology. We could replicate the technology. In fact, it's a little different the way our approach is compared with GEO's. We have teaming agreements with third-party technology providers. That's what they do all day, every day. We would contract with them to provide the technology devices. We've talked to them about how much they could scale up, and the numbers that you mentioned, they could certainly meet. You have to scale up case management staff and so forth, just like GEO would in the event that that program grows. We're not convinced it's going to grow. We hope it does to the extent it grows. We think that creates an opportunity for us because we do not have any of that contract, but would love to break into that contract, even if we got a small portion of it. It generates very healthy margins. We can be price competitive. FOIA and public information, we know how that contract is priced, and we believe we can provide a competitive alternative. We would be very interested in getting a part of that if it does come out to bid, and like I said, probably 12 months from now. Great. Let's finish up on this one. We're running a little short of time. You have talked a little bit about the capital allocation. What are kind of the company's thoughts on any M&A, whether adjacencies or going and looking for some of the other private companies and rolling up some more in the existing space? Yeah. Great question. The M&A is something we always look at. We get a lot of deals that come across our desk, particularly in this environment when the government's looking for every detention bed that's available in the marketplace. A lot of owners have come out and see this as a good opportunity to sell. Be very clear. We're not chasing deals. We have plenty of capacity to fill. We are looking at some. We would probably be biased toward a facility that already has a contract to it, that's had a contract and is durable over the long term. We could complete $50 million-$100 million acquisition would not be outside the realm of reasonable to us. Other opportunities in adjacencies, we've looked at behavioral healthcare, some other health-related opportunities. There are vendors that provide tablets and telephone service within our facilities. We will continue to monitor those. Have not found anything that is really attractive to us. When you are looking at the core business of acquiring corrections and detention facilities, we would mandate that the returns on them meet or exceed the stock buyback program we have going on. You mentioned capital allocation. Our priority on our cash flow right now is on buying back stock. We think we are undervalued. Go ahead. Well David and Brian, we have come to the end of our allotted time. We have covered a lot of ground today and got significant insight into what CoreCivic does, its markets, and opportunities. We appreciate you taking the time to participate in our conference, and we wish you and the company the best in the future. Thanks again, guys. Appreciate it. Great. Thank you, Joe. We appreciate it.