CoreCivic, Inc. 2026 Q2 Earnings Call

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.

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.

Thank you, Jim. 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.