Damon Hininger
Analyst · Sun Trust
Thank you, Cameron and good morning and thank you to everyone for joining our call today. We are also joined here in the room by our Vice President of Finance, Brian Hammonds. Our second third financial performance came in ahead of our initial forecast as we experienced modestly higher revenues across multiple federal and state partners during the quarter. Normalized FFO of $0.56 per share was $0.02 ahead of the high-end of our third quarter guidance and AFFO of $0.53 per share was $0.01 ahead of the high-end of our guidance. This has allowed us to raise our full year 2017 per share guidance for the fourth consecutive quarter to normalize FFO per share of $2.33 to $2.35, an increase of over 8% in the guidance range from $2.11 to $2.21 per share or $0.18 at the midpoint from the initial full year 2017 guidance we provided back in October of last year. Dave will provide a more detailed summary of the drivers of our financial performance and key factors impacting our updated full year outlook at the conclusion of my remarks. Before I begin to discuss business developments during the third quarter, I'd like to say and take a few moments to recognize the contributions of our Chief Corrections Officer, Harley Lappin who after nearly seven years in the role at CoreCivic has decided to retire from the position at the end of this year. Harley's time as Chief Corrections Officer with CoreCivic adds to a highly distinguished 33 year career as a Corrections Administrator that began with the Federal Bureau of Prisons in 1985. His leadership experience insights and knowledge have been incredibly helpful to the executive management team, our Board of Directors and to me personally. For all of his contributions to the company previous service to his country and to me personally, I'd like to extend my sincere thanks to Harley. At a time when our company's diversified business offerings are likewise diversifying our operational services, I cannot think of anyone better suited to step into this important role than Patrick Swindle. Since joining CoreCivic in 2007, Patrick has served in a number of critical leadership roles that have provided him with meaningful companywide knowledge and experience while supporting and leading our efforts to grow and diversify our company. I have really enjoyed working with Patrick during his time with the company and we are very excited about his move into this position. Moving next to discuss business developments in the third quarter, I'd like to begin by providing an overview of our response to Hurricane Harvey in Texas in late August, and our response to Hurricane Irma in September that affected portions of Florida and Georgia. Well before Harvey made landfall in East Texas, we proactively worked with our federal and state partners to assess the path of the hurricane and made the decision to transfer all residents out of our Corpus Christi Transitional Center to other CoreCivic residential reentry facilities in Texas that were outside the direct path of the storm. That residential reentry facility received modest damage when the eye of the hurricane made landfall only a few miles northeast of the facility. We also assisted non-CoreCivic facilities in the path of the storm with transportation and temporary housing of offender populations at our facilities further inland. As Harvey settled over the area of Houston, delivering historic levels of rain and flooding to the area, our 1000-bed Houston processing center continued to operate without interruption. That's not to say our staff did not face - did not face significant challenges, because as you expect a number of their homes or family members' homes were impacted by the rising floodwaters and many other states difficulties reporting for work due to impassable roadways. Although the facility never lost power, we were fully prepared with backup diesel generators and had ample food supplies for our ICE detainees and also our staff, who were displaced from their homes or could not return home due to roadway flooding. Following the hurricane through our employer sponsored CoreCivic assistance Fund and additional corporate resources; we have made financial assistance available to colleagues whose homes were damaged. A few weeks later Hurricane Irma displaced many people and left large portions of Florida in Georgia with extensive property damage and without power. We operate two facilities in northern portion of Florida and we own five facilities in the southern half of Georgia. So, we very quickly found ourselves again planning ahead of the hurricane with multiple federal and state partners. Given the path and expect to strength of the hurricane winds there was no need to relocate any of the inmates and detainees across the seven affected facilities. However, we did have to bring in extra diesel fuel for backup generators work with our food service and pharmacy providers to ensure additional supplies were in hand in case of disruption of normal delivery schedules, and operations had to implement staffing plan alternatives in case the hurricane disrupted regular scheduled shift changes. While few facilities experienced periodic power outages that required to use of backup generators and some various minor cosmetic damage to the exterior buildings no meaningful disruptions occurred. I'd once again like to thank all of CoreCivic employees that took part throughout these hurricanes and helped deliver the high quality of service our government partners have come to expect from CoreCivic. On August 31st, I flew down to Houston along with other members of our management team to personally thank all of the hardworking dedicated CoreCivic employees and meet with the facility management staff to ensure all appropriate resources were available to the facility and staff. Every story I've heard from our facility administrators and staff fills me with great pride and knowledge that our company is out there every day doing what is right for our customers and for the individuals that are trusted into our care. Looking next at new contracts within CoreCivic Safety. In July, we began receiving offenders from the city of Mesa, Arizona at our Central Arizona Florence Correctional Complex under a three year contract. Our facility predominantly houses detainees from the United States Marshals and Immigration and Customs Enforcement, but the new contract with Mesa has CoreCivic caring for an additional 100 of 200 offenders. While this is a relatively small contract, we are excited to have reached an agreement, because we believe there could be additional cities in the region that are interested in a similar solution. On August 15th, we began receiving offenders from the state of Ohio at our Northeast Ohio Correctional Center under a new agreement to house up to an additional 996 offender. We currently care for approximately 450 offenders from the state of Ohio at the northeast Ohio Correctional Center, in addition to approximately 625 prisoners from the United States Marshal Service and 275 detainees from ICE. And we anticipate their ramp of additional offenders from Ohio to be completed by the end of the first quarter of 2018. In September, we entered into a new contract with Cibola County, New Mexico to house a minimum of 120 offenders at our Cibola County Corrections Center. As we've discussed previously, last year we entered into a contract with ICE to house up to a 1100 detainees at this facility. But their anticipated demand in the region has not materialized. We work with ICE to adjust the contract to make the unused capacity available to other partners. Today, we are housing approximately 235 detainees from ICE, 275 prisoners from the United States Marshal Service and 120 offenders from Cibola County. And in October, we entered into a new contract with the State of Nevada to house up to 200 offenders at our Saguaro Correctional Facility in Arizona to help alleviate overcrowding Nevada is experiencing in their correctional system. The new contract has an initial term of two years and is renewable for additional period by mutual agreement. We expect to begin receiving offender populations this quarter and we are excited to work with Nevada for the first time since 2003. Just this week we finalized a new contract with Hamilton County, Tennessee to continue management of our Silverdale Detention Facility. That's a contract we've felt since 1985, so we are very excited to have been selected as the winning responded to the RFP. The initial term of the contract its four years, and it is renewable for an additional four year periods - additional four year periods. The original RFP was also seeking a potential county jail addition to the existing facility in order to replace the county's existing jail in downtown Chattanooga. The new contract incorporates a development agreement providing the county the ability to negotiate the construction of their replacement facility for the county jail and the Silverdale Detention Center. We see multiple opportunities for CoreCivic Properties ass across the country there are over 200,000 beds in correctional facilities that were constructed over 75 years ago and are in desperate need to replace in the near future. Add to that countless county jails and other key criminal justice infrastructure and collectively, we estimate $15 billion to $20 billion dollars of required investments are desperately needed for these type of properties. Governments are struggling to find room in their budgets to finance large capital-intensive infrastructure projects like this. However, these projects are also competing with the needs in education, transportation and utility infrastructure, all of which are routinely prioritize over correctional infrastructure. As we have seen this solution begin to resonate with many jurisdictions nationally, we have added resources on the development side of CoreCivic Properties to aggressively pursue these opportunities. We are also engaged with the Kansas Department of Corrections in response to an outstanding RFP to replace their 150 year old 2,400-bed Lansing Correctional Facility. We believe Kansas is still on schedule to make an official word announcement before the end of the year in our response offers a compelling solution. This could ultimately be a significant milestone for the industry as it would represent the first time in our industry's history that a government entity entered into an agreement with a private company to finance and construct a correctional facility that is to be leased and operated by the government. Our innovative proposed solution would allow Kansa to address their correctional infrastructure and program needs without negatively impacting the state's budget and their ability to address other critical infrastructure needs and we look forward to the announcement of this RFP by the end of the year. Staying with CoreCivic Properties, we are also pursuing near term lease opportunities with two additional state partners. In September, the Colorado legislature Joint Budget Committee authorized additional funds to allow the Department of Corrections to lease a privately owned correctional facility to relieve crowded conditions in the state prison system that has been developed because of inmate population growth over the last year. We currently have two idle facilities in the state. But we identified our 752-bed Huerfano County Correctional Center as the ideal solution because the state indicated they are currently in need for additional beds. We have submitted our Huerfano facility as an option to the lease and we are awaiting their final decision. We also continued to be engaged in discussions with the Department of Corrections in Oklahoma for a potential lease of our 2,160-bed Diamondback Correctional Facility. While the need for additional correctional facility capacity persists with the Department of Corrections the state legislature has struggled to reach a revised budget agreement for the current fiscal year as state tax revenues are falling short, which is causing the legislature to make cuts to various parts of the state budget. This situation has slowed the pace of our discussions for the lease agreement for our Diamondback Facility, but the state's need for capacity continues and we believe the lease agreement we have proposed presents a compelling solution for the state. We are also excited for the continued expansion of our CoreCivic community platform. We continue to execute our acquisition strategy to build out a nationwide residential and community reentry facility network. In the third quarter, we completed the acquisition of two residential reentry centers On August 1st, we acquired New Beginnings Treatment Center, a Tucson, Arizona-based community corrections company that provides residential reentry of services for the Federal Bureau of Prisons for male and female adults in a facility containing 92-beds for $6.4 million. On September 15th, we've acquired a portfolio of four properties including the 230-bed Augusta Transitional Center leased to the Georgia Department of Corrections. Subsequent to the end of the third quarter, we completed the acquisition of the time to change a Colorado-based community corrections company that provides residential reentry services for Adams County, Colorado and three facilities containing 422-beds for purchase price of $13.2 million with the potential for additional contingent consideration estimated to be about $9 million. Upon completion of these acquisitions, CoreCivic now owns 33 residential reentry facilities and across eight states representing nearly 6,300 beds including 26 that we own and manage and seven that we leased to a third party operator. In the last four years, the company has invested nearly $300 million in acquisitions to further our mission to provide high quality rehabilitative programming to help address the nation's recidivism crisis. We have a long runway of attractive acquisition targets and we are continuing to aggressively execute our diversification strategy here and our target is to have approximately 10% company's EBITDA on a run rate basis come from our CoreCivic community portfolio by the end of 2019. With the encouragement from many of our investors as we have looked at the potential for making additional investment via acquisition in mission-critical government real estate asset classes outside of our traditional correctional detention residential reentry facilities, and on September 15th the acquisition of a portfolio of our properties was our first as a company, and that was the acquisition of properties leased to federal agencies through the General Services Administration or GSA. The three facility GSA lease asset represents an aggregate of 30,000 square feet of real estate. We believe expanding our portfolio into other government lease assets with a bias towards those that are mission-critical offer synergistic benefits as we leverage our extensive real estate management capabilities that already have us maintaining nearly 100 facilities representing over 70 million square foot of real estate and our extensive history working with and developing real estate solutions for federal state and local governments. Between the real estate assets leased by the federal government through the GSA and similar real estate leased by state and local government agencies, we believe the addressable market for potential acquisitions is very substantial in the billions of dollars. As mentioned earlier, we are currently expanding our in-house staffing for the development side of CoreCivic Properties, but we are also adding staff to provide more expertise and resources and scoping, acquiring and managing these type of properties. We are building a very robust acquisition pipeline in by the end of this year we hope to acquire more of these type of properties. And next year we will provide guidance to the market on how many CoreCivic Properties we look to acquire each quarter. With the progress in growing our CoreCivic community portfolio as well as the near term opportunities to grow our CoreCivic Properties portfolio through both acquisition and development, we believe we could have approximately 20% of the company's EBITDA by the end of 2019 on a run rate basis coming from these two business lines. This is tremendous progress in diversifying our cash flows in a short period of time in our effort to bring not only long term value, but also stability to our shareholders. Next, I'd like to provide an update on current trends and updated outlook for our key federal and state partners. Starting first with the Federal Bureau of Prisons. The Bureau continues to project a need for additional bed capacity from the private sector and is progressing through the process as part of the CAR XIX procurement. We expect the BOP to be in a position to make an award announcement in the second half of 2018. We currently operate two prison facilities for the BOP, which represents approximately 5% of the company's total revenue. At its peak, the BOP represented over 13% of the total company's revenue, so 5% today we are much less exposed to downside risk from the federal inmate population changes that could occur in the future. Moving next to the United States Marshal Service, detainee populations continue to gradually increase throughout the third quarter. This was a trend we began seeing in June or July and I highlighted on our Q2 call in August. The process for nominating and receiving Senate confirmations for new U.S. attorneys continues to move forward. These individuals of course are the nation's principal litigators that operate under the direction of the attorney general. As the Department of Justice continues to receive these additional resources most expect case volumes will return to normal levels. By this process plays out over the balance of the year and into 2018 the average daily prison populations for the Marshal Service are expected to continue to gradually increase. And wrapping up my discussions of federal partners, I'll provide a brief update on the current trends we have seen from the Immigration and Customs Enforcement. Throughout the third quarter, we experienced a sequential increase in occupancy across our - essentially across all of our ICE facilities as we expected. It appears that Southwest border apprehensions have returned to levels that are in line with historic trends following the unprecedented reduction in activity across the border that we saw in the spring of this year. On a year-over-year basis, our financial performance was significantly impacted by the renegotiated contract for South Texas Family Residential Center. However, utilization of that facility was near capacity throughout the quarter. Continuing with ICE. The agency issued a request for information for either new or existing detention capacity of up to 3000 beds to assist the agency's mission in four different regions, Chicago, Detroit, St Paul, and Salt Lake City. For new contracts to be awarded ICE will likely have to issue a formal request for proposal, but more importantly ICE will likely also need Congress to increase their annual preparations for detention and removal operations. ICE is currently funded for approximately 39,000 adult detention beds under the current continuing resolution that funds the federal government through the end of the calendar year. ICE has requested funding for nearly 49,000 adult detention beds for 2018 and various markups for potential budget bills have indicated funding levels in 2018 will be above the current continuing resolution. The appropriation process of course, is ongoing in Congress and it is too early to definitively predict funding levels for ICE. Through October and the first week of November, we have continued to see increased occupancy levels from ICE. If this trend continues for the balance of the fourth quarter into 2018 it is likely ICE will have additional detention capacities for interior enforcement as efforts as well as in traditional Southwest border regions. At the state level, our contracts were once again very stable sequentially in the third quarter. On a year-over-year basis we experienced revenue growth in Tennessee and Arizona due to a full quarter impact of the new and expanded contract with those states, in addition to higher occupancy rates at facilities housing offenders from Colorado and Hawaii. Partially offsetting the increases to revenue on a year-over-year basis was the expiration of manage-only and underperforming contracts with Texas and the District of Columbia. I will now provide some additional details on our out-of-state contract with California as our expectations from this contract have changed from last quarter's update. As of the beginning of August, all aspects of Proposition 57 were in effect. Prop 57 creates parole considerations process for non-violent offenders who have served the full term for their primary criminal offense in state prison and authorizes a CDCR to award credits earned for good behavior and approved rehabilitative or educational achievements. The FY 2018 budget released from the Governor of California indicated the state intends to remove all offenders from one of the two remaining out-of-state facilities by June 30, 2018. At the time, we released our second quarter financial results also in August our financial guidance assume that the approximate 1,300 California offenders housed at our Tallahatchie County Correctional Facility in Mississippi would fully exit in the fourth quarter of 2017. Today, we continue to house approximately 1,250 California offenders at the facility and our expectation is that the CDCR will wait to see if the offender populations of climb further before they take back offenders from our facility in Mississippi. Our updated full year 2017 guides assumes the California populations will remain at approximately 3,100 offenders at the La Palma Correctional Center in Arizona and approximately 1,250 offenders at the Tallahatchie facility. California's future demand for out-of-state capacity will be dependent on the direction of their overall inmate populations. Those populations have declined modestly in the last month, but are up approximately 1,700 year-to-date. Similar to the Federal Bureau of Prisons are out-of-state contract with California at one point represented 13% of total company revenue, but our exposure to this contract has been reduced to now over - just over 5% of total revenue as we continue to diversify the business significantly mitigate in this risk going forward. In terms of upcoming contract renewals, outside of our Adams contract to rebid under CAR XIX, we don't see any material federal or state contract at risk or up for competitive rebid in the next 12 months. Now, before I turn the call over Dave, I'd like to briefly discuss last week's announcement of our new nationwide initiative to begin advocating for a range of government policies aimed at helping former inmates successfully free reenter society and stay out of prison. As part of the initiative, we will apply our government relations resources and expertise to advocate for the following policies. One would be ban-the-box proposals to help improve inmates chances of getting a job, a practice where allowed by a contractual obligations that CoreCivic already exercises in the hiring process for our own employees. Second, would be to reduce legal barriers to make it easier and less risky for companies to hire former inmates. Third, is to increase funding for reentry programs in areas such as education, addiction treatment, faith-based offerings, victim impact and post-release employment. And finally, social impact on pilot program that tie contractor payments to positive outcomes. We believe our support of these policies is further evidence of our commitment to make reentry a day one priority for every employee and deliver the best reentry programming of any correctional system, public or private. The successful reentry services being provided inside our facilities will only be bolstered by removing the embedded societal barriers they may face when they return to their communities. We are very proud to announce this new initiative and join with many others to push forward the policy changes that could make a meaningful difference in the lives of millions if enacted. With that, I'd like to turn the call over to Dave to review our third quarter 2017 financial results and provide additional details on our updated full year 2017 financial guidance. Dave?