CoreCivic, Inc. (CXW) Q2 2019 Earnings Report, Transcript and Summary

Good morning. My name is Jonathan and I will be your conference operator. As a reminder, this call is being recorded. At this time, I’d like to welcome you to the CoreCivic’s Second Quarter 2019 Earnings Conference Call. All lines have been placed on mute to avoid any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I would now like to turn the call over to Cameron Hopewell, CoreCivic’s Managing Director of Investor Relations. Mr. Hopewell, you may begin your conference.

Thanks, Jonathan. Good morning, ladies and gentlemen, and thank you for joining us. Participating on today’s call are Damon Hininger, President and Chief Executive Officer; and David Garfinkle, Chief Financial Officer. We are also joined here in the room by our Vice President of Finance, Brian Hammonds. 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 and Litigation Reform Act. Our actual results or trends may differ materially as a result of a variety of factors, including those identified in our second quarter 2019 earnings release issued after market yesterday and in our Securities and Exchange Commission Filings including Forms 10-K, 10-Q and 8-K reports. You are also 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. On this call, we will also discuss certain non-GAAP measurements. A reconciliation of the most comparable GAAP measurement is provided in our corresponding earnings release and included in the supplemental financial data that we provide on the Investors page of our website, corecivic.com. With that, it’s my pleasure to turn the call over to our President and CEO, Damon Hininger. Damon?

Thank you, Cameron. Good morning, everyone, and thank you for joining our second quarter 2019 conference call today. I will begin with a brief overview on CoreCivic before moving to a discussion of our second quarter financial performance in which we saw growth in all key financial metrics. I will provide details of the trends driving our increased financial guidance for the second half of 2019, the prospect for further future cash flow growth in 2020, and our views on how we manage the balance sheet and our capital allocation strategy moving forward. I will then close with the discussion of recent developments within the industry, particularly those pertaining to our banking relationships, and I will once again correct the record on a few common misrepresentations about these developments perpetrated by various special interests, media and political figures. CoreCivic is a diversified real estate investment trust specializing in delivering government real estate solutions to serve the public good. We are the country’s largest private owner of real estate assets and used by United States government agencies with 105 facilities, totaling over 17 million square feet of real estate and a 35-year history of delivering a broad range of solutions to help solve tough government challenges in flexible, cost effective ways. Our unique diversified portfolio of assets generates a steady, reoccurring cash flow stream, underwritten by investment grade government tenants. Each of our three complementary business segments provides specialized real estate to government tenants. Our Safety segment owns and manages corrections and detention facilities, including 51 correctional and detention facilities with a design capacity to safely and securely care for nearly 73,000 people. Our Community segment is a growing network of residential reentry centers and non-residential community-based corrections alternatives that help address America’s recidivism crisis, and includes 27 residential reentry facilities with a design capacity to support nearly 5,300 individuals. Finally, our Properties segment is a quickly growing portfolio of mission critical government-leased properties that as of the end of the second quarter, includes 27 properties, representing nearly 2.3 million square feet of real estate. Our Community and Properties segments are often overlooked part of CoreCivic, but we have achieved meaningful scale where we now generate approximately $200 million in annualized revenue. And with the addition of the Lansing Correctional Facility leased in the first quarter of 2020, we are quickly approaching $100 million in annualized facility level net operating income. To put this into perspective, these business segments generate more revenue than any of our largest state customers and they generate over five times more revenue than our remaining prison contract with the Federal Bureau of Prisons. CoreCivic Community and Properties are not only a meaningful component of our current cash flows, but we expect that they will be a larger component of future cash flows, thanks to their rapid growth trends in recent quarters. Moving to a discussion of our second quarter financial results. Total revenue in the quarter was $590 million, (sic) [$490 million] providing an increase of 9% over the second quarter of last year. This growth is a direct result of positive trends in CoreCivic Safety and our diversification to CoreCivic Community and CoreCivic Properties whose year-over-year revenue growth for the quarter was 24% and 60%, respectively. And our CoreCivic Safety segment recorded revenue of $440 million, a 7% increase over the prior year, due to the impact of a wide range of new state and federal contract we’ve been awarded and commenced over the past year. Our second quarter normalized FFO of $0.69 per share represents a 21% increase versus the second quarter of 2018 and comes in $0.05 over the high end of our guidance. Our adjusted EBITDA in the second quarter was $115.3 million, representing an 18% increase from the prior year quarter and came in nearly $7 million over the high end of our financial guidance. Our second quarter growth was driven by combination of organic growth in CoreCivic Safety, as well as an attractive return from recent M&A transactions that expanded our Community and Properties portfolios. Seven new contract awards from state and federal partners came on line throughout 2018 and through the first half of 2019, representing approximately 4,500 beds within CoreCivic Safety. Simply put, our strong financial performance in the second quarter is a result of each of our business segments performing very well. Our second quarter financial performance and improved outlook for the second half of the year has been reflected in our updated full year 2019 financial guidance. We are now forecasting normalized FFO per share in the range of $2.58 to $2.62, an increase to our previous guidance by $0.10 per share at the midpoint. This represents a nearly 13% increase over our performance in 2018 of normalizing FFO per share at $2.31. We have additional new contracts coming on line over the balance of 2019, driving the potential for additional cash flow growth in 2020. Since our last call in May, we have been awarded two additional new contracts in CoreCivic Safety, representing approximately 2,400 beds and nearly $70 million in annualized revenue, which are coming on line in the second half of 2019 and will contribute meaningfully to growth in 2020. As a result of these contract awards, we have activated our 1422-bed Eden Detention Center and our 910-bed Torrance County Detention Facility, both of which were previously idled. Later this month, we are scheduled to complete the 512-bed expansion of our Otay Mesa Detention Center to help satisfy longstanding capacity to our existing partners at this facility. We expect the additional capacity will be utilized later this year and have a full year impact in 2020. The expansion of Otay combined with the aforementioned three new contracts in CoreCivic Safety, represents approximately nearly $95 million in annualized revenue growth coming on line through the end of the 2019 and contributing to future growth in this business segment. We're also in the process of transitioning use of our 2,232-bed Adams County Correctional Center from a contract with the Federal Bureau of Prisons to potentially new contract revised. To assist this effort, the BOP has allowed ICE to sue 660 available beds at the facility in the interim, and they extended our contract for the facility by one month. We currently care for approximately 350 ICE detainees at the facility and are working towards finalizing a new contract. Should we receive a new contract from ICE for this facility, it would also contribute to incremental cash flow growth in 2020. There are also multiple states actively pursuing additional capacity to help alleviate pressure points in our own systems, mostly due to overcrowding or staffing challenges within their own facilities. CoreCivic Properties also has established growth opportunities beyond the scope of our 2019 financial guidance with the scheduled completion of the new 2,432-bed Lansing Correctional Facility in January of 2020. The $160 million project, built for the safety through a 20-year lease agreement will generate annual lease revenue of approximately $15 million upon commencement in January of 2020. The underlying financial position of the Company is as strong as it has ever been. We have a clear path for growing cash flows across three diversified business segments. Our leverage has been reduced towards the midpoint of our long-term target of 3 to 4 times, down from the high end of that range at the end of 2018. We have no near-term capital needs in order to grow, thanks to strong demand for our remaining inventory of 7,500 idle beds in CoreCivic Safety. So, our cash flow growth can further reduce our leverage, which is already substantially below the leverage of most publicly traded REITs. Our quarterly dividend is very well covered at an AFFO payout ratio 68% through the first half of 2019. At current dividend levels, we would maintain a 69% AFFO payout ratio for the balance of the year, based on the midpoint of our updated full-year 2019 guidance. For comparison sake, the average REIT AFFO payout ratio was 78% as of June 30, 2019. So, our dividend is better covered than the average publicly traded REITs. Since converting to a REIT in 2013, we have maintained a target AFFFO payout ratio of 80%. However, in light of our current dividend yield exceeding 10%, compared with a REIT average closer to 4%, we don't believe it would be prudent at this time to allocate additional cash flow toward increasing the dividend to our historic payout ratio target. We believe it is more prudent to allocate our excess cash flows above the current dividend level to other priorities. While the debt and equity capital markets have temporarily become more constrained, we continue to assess M&A opportunities on a case by case basis and continue to believe that our diversification strategy through M&A is the best path forward for creating long-term shareholder value. However, given current market conditions, we believe that best use of excess cash flows in the near term are to further reduce our leverage profile. We generate approximately $100 million in excess annual cash flow after the dividend, so we can materially reduce our leverage over time, especially when coupled with strong cash flow growth trajectory of our underlying portfolio. At the end of the second quarter, we had $252 million drawn under revolver and available borrowing capacity of $523 million. We have $325 million bonds maturing in April of 2020, which we are in the process of evaluating the most efficient, cost effective means of refinancing. I'll have Dave cover that topic in more detail at the conclusion of my remarks. However, given our strong cash flow generation, growth trajectory and prudent manner in which we manage the balance sheet, we are confident that we will have appropriate access to capital going forward. Staying on the topic of access to capital, I’d like to take a few minutes to address recent decisions made by various banks to stop financing our industry as a result of politically motivated threats and intentional misrepresentations about what we do and don’t do. Despite many of the banks claims of conducting a thorough review process, they clearly bow down to a small group of activists protesting and conducting targeted social media campaigns pushing false information rather than engage in a constructive dialogue about the facts. In reality, no other company has led as we have with public commitments to strengthen evidenced based programs that help inmates stay out of prison. No other company has so boldly declared public support for specific policies at all levels of government to tackle America's recidivism crisis. No other company in our industry has adopted both a human rights policy and undertaken an independent third-party audit to vigorously review those efforts. Even more, earlier this year we released a first of its kind ESG report to bench mark our progress, hold ourselves publically accountable and map out more ways to make a difference. For CoreCivic, just as important as what we do as what we have deliberately decided not to do: We have a long-standing, zero-tolerance policy not to advocate for or against any legislation that serves as the basis for, or determines the duration of, an individual’s incarceration or detention. We do not enforce immigration laws, arrest anyone who may be in violation of immigration laws or have any say whatsoever in an individual’s deportation or release. We do not operate facilities on behalf of United States Customs and Border Protection whose facilities have been in the news recently for arduous [ph] conditions and supplemental funding request to cover budget shortfalls due to above average activity along our Southwest border. And, perhaps most important to the current public debate, we have not, do not and will not house unaccompanied minors in any of our facilities. Facilities housing unaccompanied minors operate on the half of the United States Department of Health and Human Services, not our government partners in the Department of Justice or the Department of Homeland Security under which immigration and customs enforcement operate. While these are inarguable facts, politically motivated special interests and politicians have aggressively pushed misinformation campaigns and made public statements attempting to inappropriately implicate CoreCivic in these issues. The most disappointing aspect of these politicized bank decisions, disingenuous activists efforts, and no solution proposals from politicians, is the people who they ultimately hurt. It hurts the American people because of poor policies are being discussed, made or awarded based on misinformation rather than an open and honest dialogue on the challenges at hand. It hurts migrants because it limits the ability of our government to partner with the private sector to provide safe humane housing and critical services while they receive their legal due process they’re entitled to. It hurts the incarcerated who should never be in overcrowded, dangerous conditions we help alleviate and who will be better equipped for success with the wide variety of reentry programming that we provide. And it sends a terrible message to others in the private sector who are working to help our government solve serious problems in ways it could not do alone. CoreCivic has a 35-year track record of working with both Democrat and Republican administrations to help solve the very types of crises we are now seeing on our southern border. Our more than 14,000 employees are proud of the role they play, which they rightfully view as public service. We will vigorously defend against false and misleading statements about our Company and our valued, but limited role in America’s correction and detention systems. Making false and misleading statements about our Company, whether in the media or to our banking partners, is a direct interference in our business and our ability to help solve the serious corrections and detention challenges facing our government partners. The good news is that there are plenty of financial partners, both new and existing that are interested in the facts rather than a political posturing and unproductive virtue signaling. Our banking partners, even those who have recently made politically induced negative statements, now based on decades-long relationships, that we care deeply about doing business in an ethical, responsible way and that we have stepped up as a leader in helping address some of the most serious challenges facing our country. Having these facts on our side, coupled with our strong credit-worthy fundamentals we feel confident in our ability to cost effectively manage our balance sheet and access capital when necessary. I'll now turn the call over to Dave to provide an overview of our second quarter results and our updated 2019 financial guidance. Dave?

Thank you, Damon, and good morning, everyone. In the second quarter, we generated $0.47 to adjusted EPS compared to our guidance range of $0.40 to $0.42, exceeding the midpoint by 14.6%. Normalized FFO totaled $0.69 per share, compared to our guidance range of $0.62 to $0.64, beating the midpoint by 9.5%. AFFO totaled $0.67 per share, compared to our guidance range of $0.60 to $0.62 exceeding the midpoint by 9.8%. Adjusted EBITDA was $115.3 million for the quarter, exceeding the midpoint of our guidance by $7.3 million or 6.7%, reflecting strong operating results. Our financial results exceeded our guidance levels, largely the result of higher than projected populations in our CoreCivic Safety segment and lower operating expenses. Compared to the prior year quarter, adjusted EPS increased by $0.11, and each of normalized FFO and AFFO increased $0.12 per share. The per share growth and adjusted EPS, normalized FFO and AFFO from the prior year quarter represent per share increases of 31%, 21% and 22%, respectively. Occupancy increased from 80.2% in the prior year quarter to 82.8% in the second quarter of 2019. During June and July 2018, we were awarded two new federal contracts at our Tallahatchie County Correctional Facility in Mississippi and at our La Palma Correctional Center in Arizona. Since the first quarter of 2018, we were also awarded new contracts at our Tallahatchie facility from the states of South Carolina and Vermont. And during the third quarter of 2018, the State of Wyoming began utilizing a contract this facility that had not been utilized in nearly a decade. These new contracts more than offset the impact from the expected removal of populations from the State of California at these two facilities. Financial results also reflected the activation of our Lee Adjustment Center in Kentucky in the prior year, pursuant to a new contract award from a Commonwealth. We believe these new contracts reflect our flexible capacity, a core competency we offer our partners with urgent demand needs as well as the value proposition we provide to states with correctional capacity and programming needs. We continue to manage a strong prudent balance sheet with leverage of 3.8 times using the trailing 12 months and 3.6 times annualizing second quarter 2019 results. At June 30, we had $57 million of cash on hand and $523 million of availability on our revolving credit facility in addition to a $350 million accordion feature under our credit facility, which matures in 2023. We have $325 million of unsecured notes maturing in April 2020 and currently have the capacity under our revolving credit facility to repay these notes if we choose at any time prior to maturity. Although the price for our debt and equity have been affected primarily by recent headlines from some of the industry's banking partners, we will continue to monitor capital markets and then alternatively issue debt securities or obtain other forms of capital to refinance these notes. Our 2019 capital expenditure forecast includes $90 million of ongoing capital expenditures for construction of the new Lansing Correctional Facility in Kansas, including $40 million for the remainder of 2019. The project is being 100% financed with a previously disclosed private placement, drawn in quarterly installments to align with construction expenditures, thereby requiring no cash from operations or our credit facility. The private placement matures in January 2040. This project is on schedule for delivery in the first quarter of 2020 and on budget at a total estimated cost of $155 million to $160 million. Our 2019 capital expenditure forecast also includes $26 million in capital expenditures for the 512-bed expansion of our 1,480-bed, Otay Mesa Detention Center in California, including $8 million for the remainder of 2019. This facility has had longstanding demand from both the U.S. Marshals Service and Immigration and Customs Enforcement or ICE in a strategic locations with limited capacity. The expansion is on budget and a month ahead of schedule, now expected to be ready to accept detainees in October 2019 at a total estimated cost of $42 million. Moving next to a discussion of our earnings guidance. As indicated in the press release, adjusted EPS guidance for the third quarter of 2019 is a range of $0.37 to $0.39; normalized FFO per share guidance for the third quarter is $0.60 to $0.62; and AFFO per share is guidance and $0.59 to $0.61. For the full year, adjusted EPS guidance is in the range with our $1.68 to $1.72, up from our prior guidance of $1.56 to $1.62. Full year normalized FFO per share guidance in a range of $2.58 to $2.62, up from our prior guidance range of $2.47 to $2.53. And full year AFFO per share guidance is $2.53 to $2.57, up from our prior guidance range of $2.42 to $2.48. At the midpoint, our third quarter guidance reflects an increase over Q3 2018 adjusted EPS of 6%, growth in normalized FFO per share of 5% and AFFO per share growth of 11%, continuing the year-over-year growth trend we achieved in the first two quarters of 2019. As our outlook has continued to improve, we have increased the midpoint of our 2019 full-year normalized FFO and AFFO per share guidance by $0.20 each, since our initial guidance published in February 2019. Adjusted EBITDA guidance for the third quarter is $104.8 million to $105.8 million, and for the full year is $440.1 million to $443.9 million, representing increases of 6% and 12% at the midpoint from the comparative periods in the prior year. Our third quarter guidance is impacted by the transition of offender populations at our 2,232-bed Adams County Correctional Center Mississippi from the Federal Bureau of Prisons or BOP to ICE. Although we do not yet have a new contract to provide ICE with capacity at this facility, ICE began utilizing the facility pursuant to a modification of our contract with the BOP, earlier this quarter. The contract with the BOP expires at the end of this month. Our forecast also includes incremental expenses in the third and fourth quarters to staff the expansion of our Otay Mesain Detention Center, which as I mentioned is now expected to begin accepting offenders in October, ramping throughout the fourth quarter of 2019. Our guidance also reflects the activation in the third quarter of 2019 of two previously idled facilities, our 1,422-bed Eden Detention Center in Texas for the U.S. Marshals Service and our 910-bed Torrance County Detention Center in New Mexico for ICE, both of which are proceeding on schedule. Aside from these activations, our forecast contemplates a lower level of ICE populations in the second half of 2019, which could provide upside for our guidance if ICE populations experienced during the second quarter are sustained. Our guidance also does not include any new contract awards beyond those I’ve already mentioned. The adjusted EBITDA guidance in our press release enables you to calculate our estimated effective income tax rate of 4% to 5% for the third quarter and full-year and provides you with our estimate of total depreciation and interest expense for the third quarter and full-year 2019. We expect G&A expenses to be approximately 6% of total revenue. Before I turn the call back to Damon for closing comments, I want to add to Damon’s comments about recent announcement by some banks to cease providing credit to our industry. First, our senior bank credit facility matures in April 2023. The facility includes a $200 million term loan and an $800 million revolving credit facility with outstanding balances of $195 million and $252 million, respectively at June 30th. We expect these banks to continue to honor their contractual commitments under the terms of the credit facility, as they have since their announcements. As I’ve outlined in my remarks, CoreCivic is financially strong and generates significant cash flows. At the midpoint of our updated guidance for 2019, we expect to generate over $300 million of AFFO, a proxy for cash flow after maintenance CapEx but before dividends. At the current quarterly dividend rate of $0.44 per share, our dividend is annualized to just over $200 million, leaving a $100 million of residual cash flow. Our dividend is well covered with an AFFO payout ratio of 69%, based on our updated guidance, meaningfully lower than our guided dividend policy of 80%. We provide essential governmental services to government partners that rely on our space and services to fulfill their missions. In fact, our two largest customers, both federal agencies, do not have their own detention capacity, and therefore rely on the private sector for a substantial portion of their real estate needs, which meet the rigorous national detention standards and have on-site contract monitors. The third federal agency, the Federal Bureau of Prisons, which does own correctional capacity is expected to generate only 2% of our total revenue going forward. We are not yet ready to provide financial guidance for 2020 but we already have contracts in place as well as visibility on numerous opportunities that position us well to continue to grow cash flows without the need to deploy any new capital in 2020, which could result in naturally delevering our balance sheet even further from the current conservative level. Cash flow growth is expected to be driven by the two contracts I previously mentioned for over 2,300 beds we are currently activating that will be in effect for less than 0.5-year in 2019. The Otay Mesa expansion that is expected to accept additional populations in the fourth quarter of 2019 and the completion of our Lansing Correctional Facility in Kansas and correspondingly lease commencement during the first quarter of 2020 for which we have already secured project specific financing. Further, several states have either issued solicitations or have announced intention to solicit out of state capacity, either because of overcrowded conditions within their own state correctional systems, or as cost savings measures. We have capacity available to accommodate all of these opportunities with no need for new capital. Federal, state and local governments continue to see value and outsourcing their needs to CoreCivic and recently at an increasing pace. In addition to the 2,300 beds I just mentioned that we are currently activating for the federal government, since the beginning of 2018, we have completed the intake of newly inmate populations from the states of Ohio, Kentucky, Nevada, South Carolina, Vermont, and Wyoming. We will continue to manage our balance sheet prudently and will sharpen the focus on our capital deployment strategy in light of the current bank market. We currently generate approximately $2 billion of annual revenue and over $4 billion of valuable mission-critical real estate assets used by our government partners that have very little to no alternative capacity. Approximately 92% of our real estate is unencumbered. We will continue to monitor the capital markets and also evaluate raising alternative sources of capital, including, but not limited to joint ventures, property sales, mortgage indebtedness, private placements and other forms of private capital. I'm confident that we will continue to have access to capital considering the cash flows that we generate from valuable unencumbered real estate assets and the growth prospects that we continue to see in the business. I will now turn the call back to Damon for closing comments before opening up the lines for questions.

Thank you, Dave. Before we open up the call for Q&A, I want to take a moment to reiterate a few key points. CoreCivic provides essential infrastructure and services that are there when government partners at all levels need them. Meeting these critical needs transcends politics as is evident from our work with every administration, Democrat or Republican over the past 35 years. Additionally, nearly 50% of our revenue comes from state and local government contracts, which are not impacted by federal policy making. Our strategy of diversifying our portfolio of mission-critical government lease real estate assets is paying off through strong growth trends in all three of our business segments. Cash Flow decline from the past five years, particularly from declining populations from California and the Federal Bureau of Prisons are behind us as we have been able to meet the critical needs of new and existing government partners. Our total revenue and cash flows are at or near record highs, thanks to the growth of CoreCivic Properties and CoreCivic Community in our steadfast commitment to helping people. Our current dividend is well covered. In fact, our AFFO dividend payout ratio of 68% is below the REIT industry average of 78%, and our cash flows are growing. New and expanded contracts from multiple customers are coming on line in the second half of 2019, setting up 2020 for continued cash flow growth. Our debt leverage, while already very conservative compared to other REITs, is declining as a result of cash flow growth, which further improves the financial strength of the Company. We currently have no need to deploy new capital in 2020. We believe our fundamental financial strength and commitment to conducting our business in a transparent ethical fashion will continue to attract sufficient sources of capital, regardless of the short-term disruptions caused by politically motivated misinformation efforts. I'll now turn it over to the operator to open the call for a Q&A session.

[Operator Instructions] At this time I am showing no questions in the queue. I would like to turn the floor back to Mr. Damon Hininger for closing remarks.

Thank you. Before we conclude the call, I once again want to take a moment to recognize our employees who are teachers, chaplains, nurses, mothers, veterans, and many others. These are really good people doing great work for our government partners, and the individuals entrusted in our care. We understand that recent media and political rhetoric is frustrating to our employees and it's frustrating for me too. We work hard to find the sources of factual information on a daily basis. But most importantly, I wanted to thank them for the meaningful work that we do, making a real difference for those in our care. Whether we are putting individuals on the road to reentry, or providing a safe environment for people who have just entered our country, they play a meaningful and important role. And for that I am truly thankful. As a 27-year veteran of this Company, I'm extremely proud of the mission and life-changing work that we do for all those in our care. We are confident in our purpose and reality of who we are and what we do. So, with that said, in closing, I would like to thank everyone for joining us on the call today. We look forward to reporting to you our third quarter results in November and providing an updated outlook for the remainder of 2019 and kicking off of 2020.

Thank you. Ladies and gentlemen, this concludes today's teleconference. You may now disconnect.