Damon Hininger
Analyst · Noble Capital
Thank you, Cameron. Good morning, everyone, and thank you for joining us today for our fourth quarter 2021 earnings conference call. Going to our agenda for the call, we will provide you with a breakdown of our fourth quarter financial performance, recent developments in our ongoing response to COVID-19, discuss business development opportunities and the latest developments with our government partners. We will also provide you with an update on our capital allocation strategy, and I will discuss our full-year 2022 financial guidance, issued in our press release yesterday. I will then turn the call over to our CFO, Dave Garfinkle, who will review our financial results and our 2022 guidance in greater detail, and we'll update you on our ongoing efforts to enhance our capital structure. In the fourth quarter of 2021, we generated revenue of $472.1 million, which was consistent with the prior-year quarter, despite the sale of 47 noncore real estate assets within our Property segment in multiple transactions between December of 2020 and June of 2021, and our decision to exit 2 managed-only contracts with local governments in the state of Tennessee during the fourth quarter of 2020. Collectively, the assets we sold and managed-only contracts we exited accounted for revenue of more than $15 million in the prior-year quarter. For the full year of 2021, we generated normalized funds from operations, or FFO, of $225.5 million, or $1.85 per share, which was a decline from the $2.25 per share we generated in 2020. Now the year-over-year decline was driven by our election to become a taxable C-corp, effective January 1, 2021. For illustrative purposes, we have presented the calculation of normalized FFO for each quarter of 2020, pro forma to reflect the estimated taxes had we been a C-corp in 2020 in our quarterly supplemental financial information package on our website. 2020 pro forma normalized FFO was $228.8 million, or $1.89 per share, so our financial performance in 2021 was very consistent with the prior year, despite executing several transactions that strengthened our balance sheet but negatively impacted earnings, as Dave will review in further detail. In early January of this year, we were awarded a new contract with the State of Arizona to care for up to 2,706 adult male residents at our La Palma Correctional Center for the Arizona Department of Corrections, Rehabilitation and Reentry. We were deeply honored to be selected by the state, following a public competitive procurement process. The new contract has an initial term of 5 years and includes an option to extend the term for an additional 5 years. This new contract represents the largest contract awarded to the private sector by any state corrections agency in over a decade, which is expected to generate approximately $75 million to $85 million in annualized revenue upon reaching full utilization while the La Palma facility currently supports the mission of Immigration and Customs Enforcement, or ICE, our largest federal customer, by caring for approximately 1,800 detainees. As a result, we are currently working with both the Arizona Department of Corrections, Rehabilitation and Reentry, and ICE on a plan for transitioning resident populations from ICE detainees to residents from the state of Arizona. While the plans are not yet finalized, we currently expect the transition to begin late in the first quarter or early in the second quarter of 2022 and completion of the transition taking place in the fourth quarter of 2022. We are working closely with ICE to facilitate a smooth transition of their detainee populations to other facilities, including facilities where we have available capacity within the region. We are pleased to be in a position to once again provide you with forward-looking financial guidance for 2022. Our full-year 2022 financial guidance forecast normalized FFO per share in the range of $1.55 to $1.70 and adjusted funds from operations, or AFFO, per share in the range of $1.48 to $1.63. Our guidance reflects a continuation of utilization restrictions placed on our facilities by many of our government partners because of the ongoing COVID-19 pandemic. We would expect to generate positive earnings growth when COVID-19 restrictions are relieved and capacity utilization is allowed to return to pre-pandemic levels, but we currently cannot forecast the timing of these changes. We are also forecasting higher operating expenses due to above-average wage inflation we are experiencing across the country. In 2021, we invested the largest wage increases the company has given to CoreCivic team in over a decade, and we are forecasting additional meaningful investments in 2022. Our guidance also reflects the transition of resident populations at our 3,060-bed La Palma Correctional Center as a result of the new contract with the State of Arizona, which I discussed earlier. The transition is expected to take place over the majority of 2022, beginning late in the first quarter or early in the second quarter. So, for much of the year, we will have disruptions of earnings and cash flows until utilization of the facility by the State of Arizona reaches stabilization. The La Palma facility is the second-largest property in our portfolio, so these transition-related expenses in 2022 are a meaningful headwind compared to 2021. Dave will provide greater details about our fourth quarter financial results, as well as some of the more significant assumptions included in our full-year 2022 financial guidance, following the remainder of my comments. We will start our operational and business development discussion with a brief update on the impact of COVID-19 pandemic and our ongoing response. We continue to see criminal justice-related populations meaningfully below their pre-pandemic levels. The declines have mostly been due to a reduction in new intakes, rather than early releases. Governments have acted faster to transfer certain residents assigned to reentry facilities to nonresidential statuses, such as furloughs, home confinement, or early releases, to create additional space for enhanced social distancing within facilities. The trends have not yet begun to meaningfully reverse. However, during the fourth quarter, we did see the continuation of a recent trend of many of our state customers increasing their utilization of our safety facilities, which contributed to a modest increase in utilization compared to the prior-year quarter. Our safety statements facility utilization was 73.8% in the quarter, an increase of 110 basis points compared with the prior-year quarter. Our Community segment was relatively consistent with the prior-year period. As courtroom operations gradually reopen and operations normalize, we anticipate increased need and utilization to continue in both segments. This trend has also motivated us to raise staffing levels in anticipation of possible higher capacity utilization requirements needed by our partners later this year going into 2023. Pertaining directly to COVID-19, the rate of positive cases around the nation rose dramatically during the fourth quarter due to the emergence of the more transmissible Omicron variants. We experienced an increase in the number of positive cases among staff and residents across many of our facilities during the fourth quarter, but the impact has been less significant to our operations than in the first year of the pandemic. We believe the rate of vaccinations of our facility staff and resident populations and the well-established safety protocols we put in place have certainly helped mitigate the impact of the Omicron variants. However, positive cases around the country remain high, and therefore, the time line for normalization of facility operations to remove various protocols that were enacted in response to the pandemic continue to be extended. Leading health experts have indicated the widespread, rapid transmission of the Omicron variant could lead to an end of the pandemic. But until that occurs, we remain vigilant in our efforts to mitigate the transmission of COVID-19 across our facility operations. I should say, though, the significant decline in new cases nationally over the past few weeks is so very encouraging to us. Finally, the most substantial challenge in today's environment continues to be attracting and retaining qualified employees. The nation has experienced a meaningful reduction in workforce over the last 2 years, and it remains unclear how quickly workforce participation will improve once the pandemic reaches its end. However, we have been nimble in our response to the staffing challenges. We have responded to the challenge by aggressively developing new and creative hiring and retention strategies. And as a national employer in the private sector, we have a lot of tools we are deploying in this environment. These include increasing wages, providing housing solutions, sign-on and retention bonuses, and multiple other incentives and programs that we can increase engagement, a sense of shared mission, and overall job satisfaction. We have worked with many states to increase starting wages for our correctional officers by well over double-digit percentages. It is important to note that our government partners have been very collaborative in this effort by supporting our request for per diem increases that reflect above-average wage inflation in the current market. In 2021, our average per diem increased by approximately 6.1%, more than double our historical averages, as a direct response to the wage inflation we are experiencing. The support of our government partners allowed us as a company to provide the largest wage increases in over a decade, and we are committed to utilizing all necessary resources to address this challenge. We expect wage inflation to remain elevated in 2022, and we are working closely with our government partners to be able to continue to invest in our employees and facility operations as high inflation persists. I will move next to discuss some recent federal and state-level business development updates, beginning first with our federal customers within Department of Justice, the Federal Bureau of Prisons, or BOP, and the United States Marshals Service, or USMS. The BOP experienced significant declines in their inmate populations in the last decade, and we have significantly diversified our business to other government partners. Our last remaining prison contract with the BOP is our McRae facility in Georgia, which expires in November of 2022, representing less than 2% of our total revenue. We anticipate that contract will not be renewed and have already begun marketing the facility as a potential solution to other government partners. Following the anticipated nonrenewal, revenue from the BOP will come exclusively from multiple smaller residential [indiscernible] facilities providing services through our community segment. As for the USMS, their overall prisoner populations have remained relatively consistent in recent years, so their need for capacity around the country remains unchanged. The USMS continues to navigate the impact of the executive order signed by President Biden and issued in January of 2021 that directed the attorney general to not renew Department of Justice contracts directly with privately operated criminal detention facilities. Last year, we had 4 direct contracts with the USMS that were set to expire. In the first half of 2021, we were able to enter into new contractual arrangements for our Northeast Ohio Correctional Center and Crossroads Correctional Center in Montana to remain operational and serve various government partners, where both facilities previously had direct contracts with the marshals. In the second half of 2021, our contracts with USMS at our 600-bed West Tennessee Detention Facility and 1,033 bed Leavenworth Detention Center expired, and federal detainee populations were transferred to alternative locations. Much of the staff from both West Tennessee Detention Facility and Leavenworth Detention Center have been redeployed to other facilities we operate and could return, should we be successful in securing opportunities at these facilities with other government partners. The impact of these contract non-renewals are fully reflected in our full-year 2022 financial guidance. In 2022, we have no direct contracts with USMS that are set for expiration and now have only 2 total remaining direct contracts with the USMS that are set to expire in later years. We continue to work closely with the USMS to ensure their capacity needs are being met in order to support their critical public safety mission. Immigration and Customs Enforcement, or ICE, is our third federal partner and is within the Department of Home and Security. They continue to be the government partner with the most significant impact from COVID-19 on their capacity utilization. Nationwide, ICE detainee populations remained well below the historical levels throughout 2021. During the fourth quarter of 2021, ICE detainee populations remained relatively flat quarter-over-quarter. As a result, our facility utilization levels continue to remain materially below historical averages. Current utilization levels are also well below the number of beds funded through the annual budget appropriation process. At the end of 2021, ICE detained approximately 21,000 individuals nationwide, while they are funded for approximately 34,000 detainees. The largest driver of their lower utilization levels has been the enactment of Title 42, since March of 2020, which prevents nearly all asylum claims at the country's borders and ports of entry, in order to prevent the spread of COVID-19. Instead, Title 42 allows for individuals apprehended at Southwest border to immediately be expelled to Mexico or the individual's country of origin. Administrative changes and core decisions have occurred since the original enactment of Title 42, which have enabled unaccompanied minors, many family units, and some individual adults to remain -- to enter and remain in the United States while their immigration cases are adjudicated. As I discussed last quarter, these changes have essentially no impact on the demand for our traditional detention services by ICE because we do not house unaccompanied minors in any of our facilities, and our one facility that had a family mission, the South Texas Family Residential Center transitioned to an adult female mission in the fourth quarter of 2021. We have historically provided ICE with detention capacity for adult populations, and it is unclear when Title 42 will no longer be applied to all adults. Certain factors, such as criminal histories or previous deportations, may compel the government to keep individuals in custody instead of applying Title 42. These situations appear to be the primary driver of the increase in ICE utilization we have experienced in 2021. However, the elevated rate of apprehensions along the Southwest border that have persisted for the last year have created an increased demand for nonresidential alternatives to detention, or ATDs. In fact, legacy ATDs program for ICE, which is called the Intensive Supervision Appearance Program, commonly referred to as ISAP, has doubled the number of active participants in the last year. This is quite significant, because at the beginning of 2021, ISAP was already the largest nonresidential electronic monitoring contract in the world. The rapid increase in utilization of ATDs has a potential to create new market opportunities in areas where we have the core competency to compete and win new business. In fact, just this last month, ICE issued a formal procurement for a new case management ATD program, specifically for young adults. The program is intended to provide monitoring services for participating non-dangerous, low flight-risk young adults, ages 18 to 19 within a framework that promotes compliance with immigration obligations, until removal or other resolution of their immigration cases. This program is designed to assist young adults who age out of the custody of the Office of Refugee Resettlement, ORR, O-R-R, the agency that is responsible for carrying for unaccompanied minors apprehended along our Southwest border until they reach age 18. We are actively evaluating those procurement details, and we know that these case management services are consistent with the type of case management services we can provide in our community segment. Additionally, whenever Title 42 is rescinded, we believe there will be a significant surge in the need for detention capacity. Our facilities support ICE by providing safe, appropriate housing and care for individuals as the agency works through the various processes associated with the individual's immigration case, deportation order, or initial processing. While we have no involvement or influence on anyone's immigration-related case, we know these matters are often quite complex, and typically, they take days or weeks to be adjudicated. This results in a need for various solutions and a diverse portfolio of real estate across the country to provide housing and care for individuals while they are an ice custody. Our facilities serve as a critical component of the real estate infrastructure needed by ICE to help them carry out their mission. Moving now to state-level developments and opportunities, as I mentioned earlier, we are deeply honored to have been selected as part of the competitive procurement process for our new 2,006-bed contract with the state of Arizona. I mention this contract once again in order to highlight that the opportunity was not a result of population growth, but instead was a result of outdated and inefficient government-owned and commercial assets that have far exceeded their useful lives. Arizona will be closing that facility, originally constructed in the early 1900s, and moving into our La Palma facility, which is only 14 years old. We see the same situation across the country, and we expect more and more correctional systems to begin seeing the wisdom of updating their correctional infrastructure to improve safety for staff and residents, increase access to life-changing rehabilitative programming, and improved health outcomes with modern facilities. Recently, the governor of Georgia released his budget proposal for the next fiscal year, which includes a plan for closing multiple outdated state-owned facilities. State budgets across the country are strong, with many states forecasting significant budget surpluses. These robust market conditions could push states to make the bold choices necessary to address longstanding issues within their corrections infrastructure, and we believe we can help deliver many of those solutions. These opportunities come -- could come to market through a formal procurement process, such as the potential opportunity in Hawaii to replace the state's largest jail facility. In prior quarters, I have highlighted that we anticipate a formal procurement for this project to be issued this year. Other opportunities could come through sole-source negotiations. We remain actively engaged with states across the country to ensure that they are educated on the solutions we can provide. 'll close out my comments by briefly providing an update on our capital allocation strategy. We remain committed to reaching and maintaining a total leverage ratio, or net debt to adjusted EBITDA, of 2.25x to 2.75x. Using the trailing 12 months ended December 31, 2021, our total leverage ratio was 2.9x. As we detailed last quarter, we expect the leverage to slightly increase during the fourth quarter, due primarily to the timing of semiannual interest payment on our debt. However, we continue to generate positive cash flows and expect leverage to continue to decline throughout 2022. Our credit facility is scheduled to expire in April of 2023, so we will soon be looking to extend its maturity. We currently have no drawn balance on our revolving credit facility and only $170 million outstanding on our term loan A, so we will significantly reduce the current $1 billion size of the existing credit facility. As a C-corp, we no longer need a credit facility of the current size, and we believe our debt reduction strategy over the last 18 months has positioned the company well to enter into a new credit facility cost effectively. We continue to believe our capital allocation strategy is the most prudent approach for positioning the company to generate long-term value through a stable capital structure and continue to cost effectively meet the needs of our customers with less reliance on outside sources of capital. However, within the next quarter or two, we expect to be in a position to shift our capital allocation strategy to one that, once again, returns a portion of our cash flows to our shareholders, while continuing to reduce leverage. The valuation of our equity remains well below its fair value, and we feel strongly that once we achieve our debt reduction goals, we could create substantial value for our shareholders by repurchasing shares. One final comment: I would like to express my deep appreciation and gratefulness for our CoreCivic team. Their passion and heroic efforts supporting the individuals in our care during this pandemic has been inspiring to see, and for that, I remain thankful and honored to work alongside them. I especially want to thank our Board of Directors and government partners for their support in allowing us to make historic compensation investments that we have made in our team these past few years. I'll now turn the call over to Dave to provide a more detailed look at our financial results in the fourth quarter of 2021, discuss in detail our newly released full-year 2022 financial guidance, and provide additional financial updates. Dave?