Damon Hininger
Analyst · Wells Fargo Securities
Thank you, Cameron. And good morning and thank you to everyone for joining our third quarter 2018 conference call today. We're also joined here in the room by our Vice President, Finance, Bryan Hammonds. CoreCivic is a diversified real-estate investment trust specialized in delivering government real-estate solutions to serve the public good. We are the country's largest private owner of government lease real-estate assets with a 104 facilities totally in over 17 million square feet of real-estate in a 35-year history of delivering a broad range of solutions to help solve tough government challenges in flexible cost-effective ways. Our assets generate a consistent cash flow stream underwritten by investment grade government tenants. We have three complementary business segments each of which is anchored in providing specialized real-estate to government tenants. Our safety segment focuses on corrections and detention facility ownership and management and includes 51 correctional and detention facilities with a design capacity of nearly 73,000 beds. Our community segment is a growing network of residential reentry centers that helps address America's recidivism crisis and includes 26 residential reentry facilities with a design capacity of 5,214 beds. Finally our property segment is a quickly growing portfolio of mission critical government leased properties that as of the end of the third quarter includes 27 properties representing nearly 2.3 million square feet of real-estate. Across all of our segments we have active agreements with over a 125 government agencies that have a variety of core missions. This provides meaningful diversification not only in our real-estate assets but also in our customer base. Each of our business segments leverage core competencies we have developed in delivering real-estate solutions and each has a significant runway for continued growth. As we continue to execute on our strategies for growth in each business segment, we expect a company to benefit from an increasingly diverse stream of growing cash flows on a per share basis. To briefly summarize our third quarter financial performance, total revenue of nearly $463 million increased 4.5% from the prior year quarter. While it is important to highlight that each business segment experienced year-over-year revenue growth; most notable was the growth of our properties and community segments. CoreCivic properties revenue of $15.3 million represented a 50% increase year-over-year and course of a community revenue of $25.1 million was up 31% from the prior-year quarter. Our normalized FFO $0.58 per share during the quarter fell within the range of our guidance and represented a 3.6% increase in first-year results versus the prior year. Our adjusted EBITDA in the third quarter of $99.7 million also fell within the middle range of our guidance for the quarter and represented a 6.8% increase year-over-year. Our third quarter growth was driven by a combination of organic growth in CoreCivic safety due to seven new contract wins with state and federal partners representing approximately 4,500 beds and accretive M&A transactions to expand our community and property portfolios. These positive developments more than overcame a decline in average daily California bay populations increase interest expenses in a rising rate environment; incremental debt from a recent M&A transactions; and incremental salary and benefits expenses. Those personnel expenses were chiefly at our Tallahatchie County Correctional Facility and La Palma Correctional Center where we anticipate new contracts and projected increases in capacity utilization under existing contracts. Dave will describe these in more detail following the conclusion of my remarks. Also included in yesterday's earnings release was our updated full-year 2018 financial guidance. We currently expect to generate normalized FFO per share of 229 to 231. Our updated guidance represents a modest adjustment from our previous guidance of normalized FFO per share of 229 to 233 due primarily to our election to incur higher personnel expenses in the fourth quarter as certain facilities in anticipation of new contract awards and higher utilization of certain existing contracts that we believe could materialize in the near term. Dave will cover in detail the primary drivers of our guidance. However, it is important to note our 2018 guidance does not include the potential impact of new contracts or acquisitions aside from the new contract with Vermont we announced in September. This new contract will have minimal impact this year given the time of the contract award. However, this additional contract brings our total new contract wins and CoreCivic safety over approximately the last 18 months up to eight new contracts representing roughly 4800 beds. We continue to see a large number of opportunities to serve government partners and we are actively pursuing attractive acquisition targets all of which can contribute to future growth and diversification. In our business development over the course of 2018 has positioned us well to continue to generate meaningful earnings growth next year which is notable as we haven't been able to forecast fiscal year year-over-year growth since 2015. Of the eight new contracts in CoreCivic safety, six are with state agencies utilized existing capacity representing incremental utilization of approximately 2,500 beds. In the first half of the year, we completed the ramp of the new contract with the state Ohio for 996 beds at our 2016 bed Northeast Ohio Correctional Center and a new contract with Kentucky for the full activation and utilization of our 816 bed Lee Adjustment Center. We also added new contracts with Nevada, Wyoming, South Carolina and more recently Vermont for a total of approximately 700 beds. Each of the four contracts are for out-of-state capacity to assist with overcrowding in each state's corrections system. The remaining two new course of safety contracts were signed over the summer with agencies of the federal government. In June, we're awarded a new contract with United States Marshal Service at our Tallahatchie County Correctional Facility to house 1,350 inmates with the option of housing additional population should capacity be available. Immigration and Customs Enforcement and United States Marshals are each currently housing 600 detainees under this contract. In July, we're awarded a new contract with the federal government to utilize a portion of our 3,060 bed La Palma Correctional in Arizona under which Immigration Customs Enforcement or ICE currently expects to house up to a 1,000 adult detainees up from approximately 900 detainees currently. The facility today houses roughly 1,900 of tenders from the state of California. However, the state has indicated intensity to take advantage of the flexibility that our business model offers an exit facility in early 2019 due to projected population reductions in their system. As you can see, 2018 has been a year of strong demand for CoreCivic safety and we have been successful in winning a high percentage of new contract opportunities in the market. We continue to execute on our diversification strategy, expanding our two other business segments primarily through M&A and development opportunities. CoreCivic community includes 26 reentry facilities with a design capacity of 5,214 beds and provides non-residential correction alternatives to municipal, county and state governments in six states. Community generated 6% of our adjusted EBITDA in the third quarter and grew its top-line 31% year-over-year accomplished through the acquisition of four additional residential reentry facilities representing 514 additional beds and our acquisition of Rocky mountain Defender Management System; a non-residential electronic monitoring and case management services business in January of 2018. While the pace of residential reentry facility acquisitions has slowed due to fewer attractive candidates, we have an attractive pipeline of acquisition targets to continue our measured expansion in this market. This expansion will likely include both residential and non-residential service providers as we aim to offer jurisdictions a portfolio of solutions to combat recidivism and complete the cycle of rehabilitation. CoreCivic properties 50% year-over-year revenue growth was primarily the result of two acquisitions the purchase of the 541,000 square-foot social security administration building in Baltimore, Maryland, in August and the 261,000 square foot Capitol Commerce Center in January. These are the two largest non-correctional properties in our portfolio of government lease assets. Both assets have attractive long-term leases in place with government agencies that will produce predictable long-term cash flows. In late September, we acquired a 217,000 square foot steel frame warehouse in Dayton, Ohio for $7 million that was build a suit for the National Archives and Records Administration and leased through the GSA. While this acquisition is not individually material, it represents a great example of our ability to leverage one of our competitive advantages which is our comprehensive real-estate expertise to close the transaction with higher than average complexity and simultaneously generate above average returns. The Dayton property required certain physical plant modifications to remediate a legacy structural issue which we had the internal expertise to complete quickly and efficiently. After accounting for approximately $1 million of additional day one capital expenditures, this property is expected to generate a cap rate of approximately 15%. While we don't always expect to encounter cap rates that are high for properties leased to the federal government through the GSA, we are seeing accretive good return acquisition targets with cap rates from the high-single digits to the low-double digits with the potential for higher returns depending on the individual properties characteristics and transaction complexity. So far, this year we have invested $305 million in M&A transactions to expand our CoreCivic properties portfolio adding 15 properties and have a robust pipeline of additional near-term accretive acquisition targets in excess of $200 million. We ended the third quarter with a total portfolio of 27 properties representing nearly 2.3 million square-foot of real-estate. Our CoreCivic property segment generated over 11% of our adjusted EBITDA during the period. As noted, both of our diversifying business segments have completed positive developments that are showing up in our financial results on both the top and bottom line. We are confident in our ability to build upon this positive momentum as we execute on many new business opportunities these segments have. I'd like to touch on two important ongoing facility development projects before discussing market developments and new business opportunities. First, site work for our new facility development project in Lansing, Kansas, is progressing on schedule. We are awarded the development of this new built a suit facility the first of its kind nationally by the state of Kansas in January of this year. Secured by a 20-year lease agreement, this $160 million project will contribute to the expansion of our CoreCivic properties portfolio and serve as a model for other states. The project will replace Kansas existing 150-year-old correctional facility and has a first quarter 2020 completion date and we are pleased with the progress of our team and our constructive partners. The second ongoing development project is our 1,482 bed Otay Mesa Detention Center in California which kicked off in the third quarter. For many years, the United States Marshal Service and ICE have managed their operations with limited attention capacity in this region and continue to have excess demand for detention capacity. When we initially built the Otay Mesa facility which opened in 2015, its 1,482 bed capacity added an incremental 500 beds two Marshals and ICE's existing capacity as their previous facility. We design Otay Mesa so that it could be officially expanded to nearly 3,000 beds in case our government partners experienced growing or changing needs in the region. The current expansion project is slated to add 512 beds to facility at an estimated cost of approximately $43 million which is more cost efficient than adding capacity through a Greenfield development. The initial development costs for the Otay facility was approximately a 105,000 per bed and our expansion project will allow us to construct the additional 512 beds at a savings of approximately 20% per bed. The project is expected to be completed during the fourth quarter of 2019 so we anticipated incremental revenue and cash flows to benefit our CoreCivic safety statement beginning in 2020. Aside from these known development projects, we also have the capacity and capability to complete for near-term opportunities using our inventory of eight idle correctional and detention facilities representing 9,800 beds which can be quickly activated to meet government partner needs without significant CapEx investments. We continue to see a significant number of near-term market opportunities and I'll review state-level opportunities before discussing develop at the federal level. CoreCivic safety continues to pursue the opportunity to again work with the Department of Corrections and Rehabilitation of Puerto Rico as part of a formal procurement process. Earlier this year, Puerto Rico issued an RFP to move up to 3,200 inmates off to Ireland in order to reduce the annual budget for the Department of Corrections and Rehabilitation. This budget reduction initiative is part of a larger effort by the Governor to address the territory's debt crisis which is impacting essentially all of the Ireland's government agencies and their operations. The RFP called for an initial phase of 1300 inmates to be housed off the island. Upon full implication of the RFP, the Department of Corrections estimates an annual budget savings of approximately $50 million. We have responded to the RFP and believe our response is compelling not just for cost savings for the Commonwealth but also to provide a more humane and robust programmatic environment. We believe in an award to be announced shortly and we believe we are uniquely positioned to meet the Commonwealth's urgent need. With the successful ramp of our 816 bed Lee Adjustment Center and the Commonwealth Kentucky's need for additional capacity to relieve overcrowding, we have the opportunity to market our two remaining idle facilities located in that state. The Marion Adjustment Center and Southeast Kentucky Correctional Facility have a combined capacity of approximately 1500 beds which Kentucky's need for additional capacity far exceeds. We believe meaningful discussions on the potential to use these facilities to alleviate overcrowding will restart when the legislature returns secession in January. In many instances, we are having ongoing discussions with potential government partners that have not led to a formal public procurement process. Currently we are in active discussions with a number of other states that have correctional capacity needs that could materialize over the next 12 months. We estimate these states could in average could utilize a 1,000 to 2,000 beds and the discussions have focused on solutions from our CoreCivic safety segment. We also have existing auto correctional facilities in Colorado, Oklahoma, and Minnesota where we continue to pursue opportunities to lease capacity to address the problems of overcrowding and or aged infrastructure. These three properties being considered represent approximately 4,500 idle beds. Should we successfully enter into a lease agreement, the facility would be moved to the CoreCivic property's portfolio as we would not be providing correctional operations under the contemplated agreements. In CoreCivic properties, we are tracking additional development project opportunities similar to the Lansing, Kansas, build a suit development of more than a half a dozen other states that are publicly exploring private sector solutions to replace their aging prison infrastructure. The runway for opportunities of this kind, looking only as the replacement of out-of-date criminal justice infrastructure is substantial. In total, we estimate that $15 billion to $20 billion of required investments are desperately needed to make these facilities safer for staff and inmates alike more efficient and to provide the kind of reentry program space we know can help people better prepare to rejoin their communities. Private sector solutions in collaboration with government similar to what we just accomplished in Kansas are the key to solving these national infrastructure challenges. Turning to the federal level, CoreCivic safety recent contracts wins with the United States Marshal Service and ICE at Tallahatchie and La Palma clearly indicate both agencies increased capacity requirements which are projected to grow. United States Marshals average daily prisoner populations have grown substantially from 52,000 at the beginning of this year to approximate 58,000 as of September 30th. Multiple CoreCivic facilities with Marshal Contracts already in place have experienced an increase in Marshal Populations and we have the capacity available to accommodate additional growth. For example; our new 1,350 bed contract with the Marshalls at Tallahatchie was nearly fully utilized between the Marshal's and ICE by the end of the third quarter. Should the agency have additional capacity needs, we have multiple facilities that could be activated to accommodate this growth if our existing capacity is insufficient. ICE is also gradually increased its utilization of our detention capacity through the first three quarter of 2018 with a 1,000 bed contracts a La Palma facility in July. We saw apprehension rates increased meaningfully in September resulting in rising capacity needs. Should ICE continue to have increased needs for detention space, we have the ability to provide incremental capacity of facilities already operating under contracts with the agency and can also activate idle facilities across our portfolio. Finally, we are waiting an announcement from the Federal Bureau of Prisons on CAR XIX procurement that was issued in 2017 and is intended to provide an additional 9,540 beds from the private sector to alleviate overcrowded conditions and DOP operate facilities and to increase utilization of the bureau's most cost-effective beds. We believe in an award announcement for this opportunity will come in the first half of the federal fiscal year. As a reminder, today we only have two contracts with DOP for correctional facility capacity representing 5% of our total revenue. As you can see, we have experienced very positive developments across all three business segments through new contract awards, increased utilization and accretive M&A transactions. Coupled with the fact that the utilization of existing contracts have been mostly stable, these positive developments show that we have the right strategies to grow the business and serve our partners and we have put the company on trajectory of cash flow growth over the next year. At this time, I like to turn the call over to our CFO, Dave Garfinkle, to provide an overview of our third quarter results and updated full-year 2018 financial guidance. David?