CoreCivic Inc (CXW) 2020 Q4 法說會逐字稿

Good morning. My name is David, and I'll be your conference operator. As a reminder, this call is being recorded. At this time, I'd like to welcome you to CoreCivic's Q4 2020 and year-end results conference call. (Operator Instructions) 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, David. 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. The call today will focus on our financial results for the fourth quarter, provide general business updates and an overview of the evolving impacts of the COVID-19 pandemic.

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 fourth quarter 2020 earnings release issued after market yesterday and in our SEC 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 measures. A reconciliation of the most comparable GAAP measurement is provided in our corresponding earnings release and included in the supplemental financial data disclosure 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 us today for our fourth quarter 2020 conference call. Today, we will provide you with an overview of our fourth quarter financial performance, update you on our continued response to the COVID-19 pandemic, discuss business development opportunities, discuss also last month's executive order impacting the Department of Justice's use of private facilities, update you on the potential sale of certain noncorrectional real estate assets in our property segment and provide you with an updated strategic overlook for the new year.

Following my remarks, I will turn the call over to our CFO, Dave Garfinkle, who will review our financial results in greater detail. Our fourth quarter revenue of $473.5 million represented a 5% decline over the prior year quarter due to continued impact of the COVID-19 pandemic on occupancy within our Safety and Community segments.

However, occupancy rates in the fourth quarter appear to have stabilized versus the more significant declines we experienced in the second and third quarters of 2020. In the fourth quarter, the occupancy rates across our Safety and Community segment increased by 70 basis points versus the third quarter of 2020. Normalized funds from operations, or FFO, for the fourth quarter was $0.63 per share, an increase of 7% compared with the fourth quarter of 2019. Our earnings growth was driven by a combination of new contract awards that were initiated within the last 12 months and lower G&A expenses, which helped to offset the reduction in occupancy we experienced as a result of the global pandemic, particularly lower utilization at our facilities under contract with Immigration and Customs Enforcement.

Dave will provide you with greater details about our fourth quarter financial results following the remainder of my comments.

I'd like to provide a brief update on our ongoing response to the COVID-19 pandemic and its impact on our day-to-day operations.

While it has been nearly a year since the onset of the pandemic, we continue to focus our daily efforts on working collaboratively with our government partners on our operational plans as guidelines from leading health experts have continued to evolve. Throughout the year we worked tirelessly to ensure our operation policies adhered to the latest guidance from health experts, our facility staff and residents had access to clinically effective personnel -- personal protective equipment, and everyone in our facilities received the proper training and advice to help mitigate the risk of contracting and spreading the virus. These efforts continued unabated. Recently, many of our facilities began receiving shipments of the vaccine from state and local health departments.

It is at the discretion of these state and local health authorities how to allocate the vaccines they receive, and each community where we operate has unique differences in the process of developing their vaccine rollout plan.

We've made every effort to evaluate these plans and to collaborate with state and local authorities to ensure our staff and residents are appropriately prioritized. In many cases our frontline health care personnel were included in the early distribution phase, as were many of our other facility level staff. In most cases, the individuals entrusted in our care have also been prioritized by public health officials.

The availability of vaccines continues to be inconsistent, and that is where we are -- what we are seeing across our facilities. But it is clear that over the next few months, there will be a significant increase in availability. In every case, as soon as we have access to the vaccine, we have the medical resources in place to quickly administer doses to our facility staff and residents in alignment with the prioritization directives of [local authorities.]

We are committed to working closely with our government partners and local health officials to ensure everyone in our facilities has access to the vaccine as it comes available. During the fourth quarter we continued to see a decline in positive cases within our facilities, similar to the trend we experienced in the third quarter. This trend has been consistent across our facilities and we believe it is evidence that the operational policies we've put in place in response to COVID-19 are effective. We expect that new challenges in mitigating the risk of virus transmission will arise as facility operations begin to normalize, such as in-person visitation, classroom-based programming and increased resident movement in and out of facilities, all of which will increase person-to-person interactions. However, we are working closely with our government partners to thoughtfully enact these changes over time in order to maintain the best possible measures of prevention.

And I emphasize, these changes will occur over time. We are still operating in a pandemic environment. I'm encouraged by the recent trend of decline in the number of positive cases and hospitalizations across the country. I am even more encouraged by the compassion and commitment our employees have shown to keep each other and the individuals in our care in what has proven to be one of the most challenging years we could have expected to face. While our work related to the pandemic continues, I am confident that our team at CoreCivic is dedicated to meeting the challenge.

While so much of our attention over the last year has focused on responding to COVID-19, correctional systems around the country continue to face many other nonpandemic-related challenges that have resulted in new opportunities for CoreCivic to help provide solutions. Just last week, the state of Alabama awarded us 2 new 30-year lease agreements for the development of 2 correctional facilities. Construction of both facilities will contain an aggregate of approximately 7,000 beds and represent 2 of the largest development projects in our company's history. The pricing of these leases will be finalized upon the close of project-specific financing and the construction time line for the facilities will be approximately 3 years, so it is too early to speak to the financial impact of the leases. However, we are very grateful to have the opportunity to help the state of Alabama address such critical -- such a critical challenge. Upon signing the 2 new lease agreements, the governor of Alabama expressed the serious infrastructure concerns the state faces in their correction system, including dilapidated facilities, significant deferred maintenance cost and the risk of federal court intervention. The conditions not only inhibit the health and safety of employees and residents of a facility, but they also create additional roadblocks to receiving critical rehabilitated programming and services to help put people on the road to successfully reentering society. We look forward to helping the state address these serious challenges through our innovative real estate solutions.

The solutions we offer continue to resonate with more and more government agencies that are facing serious challenges with their correctional infrastructure. Just 2 weeks ago, the State of Hawaii issued a request for interest concerning the planned development of a new Oahu Community Correctional Center, the largest jail facility in the state of Hawaii. The existing facility has exceeded its useful life, and the state is in need of a new, modern facility to meet its current and future needs. This is only the beginning of the process that typically takes multiple years. However, Hawaii joins Kansas and Alabama in recognizing the value in working with the private sector to deliver a critically needed upgrade to their correctional infrastructure.

We delivered the industry's first solution of this kind to Kansas just last year, and we see growing momentum across the country for these solutions. It presents a promising opportunity for future growth, but we are also helping address serious challenges that will improve the health and safety for employees and inmates within existing facilities operating beyond their useful life.

As you can see, we clearly have significant opportunities for growth, and we believe our ability to deliver flexible solutions to meet the unique needs of our government partners will continue to resonate in the market. Add to that the historic durability of our cash flows, and it is clear that we are well positioned to continue to respond to the challenging needs of our government partners and deliver on our capital allocation strategy of reducing leverage.

In the fourth quarter, our total debt declined $297 million or approximately $128 million, net of the change in our cash balance. This was achieved through a mix of cash flow generation throughout the quarter and the sale of a 42-property portfolio of GSA-leased assets in December. Our total leverage ratio for the quarter was 3.5x, a half turn reduction from the prior year's fourth quarter. We continue to target a total leverage ratio of 2.25x to 2.75x.

This year, we intend to continue to deliver on our debt reduction strategy through positive cash flow generation and net proceeds generated by the sale of additional noncore real estate assets within our property segment.

Last month, an executive order signed by President Biden directed the Attorney General not to renew Department of Justice contracts with privately operated criminal detention facilities. Two agencies of the Department of Justice utilize our services: the Federal Bureau of Prisons, or BOP; and the United States Marshals Service, or USMS. The BOP houses inmates who have been convicted for federal crimes and the USMS is responsible for prisoners who are awaiting trial in federal court. The BOP has experienced a significant decline in inmate populations over the last 7 years and simply does not have as much of a need for prison capacity from the private sector. We currently have 1 prison contract with the BOP, accounting for 2% of our total revenue for the year ended December 31, 2020.

USMS populations have remained relatively consistent in recent years, so their capacity needs remain unchanged. With that, we do not believe the USMS currently has sufficient detention capacity that satisfies their needs without the private sector, and we do not believe an alternative solution that provides all the benefits the private sector provides exists anywhere else.

We're extremely proud of the critically important services we have provided to BOP during their period of need, which extended more than 20 years. One of the value propositions provided by the private sector is the ability to flexibly manage fluctuations in capacity needs whether those needs are increasing or decreasing, so our government partners are not saddled with the cost of developing large-scale real estate assets that they may or may not need in the future. Our ability to deliver these solutions to our government partners is why we have successfully worked with both Democrats and Republicans, providing critically important services to address serious challenges for nearly 40 years.

Now before I turn the call over to Dave to review in greater detail our financial results, I wanted to highlight our continued innovative efforts to provide high-quality reentry programming to help tackle America's recidivism crisis.

Last month, we announced the creation of a new role: Vice President, Reentry Partnerships and Innovation. It will be served by Daren Swenson, who previously led CoreCivic Community segment which provides residential and nonresidential services to help justice involved individuals attain employment, housing, health care, mental health and addiction treatment and family reunification as they successfully reintegrate into their communities.

In his new role, Daren will serve as CoreCivic's top advocate and practitioner for reentry. The role will build on our ongoing efforts to cultivate meaningful partnerships with academics, issue experts, policymakers and other organizations dedicated to effective re-entry solutions and recidivism-reducing outcomes. It will also focus on incorporating into our operations innovative programs and best practices learned from these partnerships as well as share the lessons learned through CoreCivic's extensive effort to promote successful reentry programs and policies. We are excited for the potential impact this new role can have on improving outcomes for the government partners we serve and the individuals entrusted in our care. This represents yet another step forward in our leadership in the area of reentry and our commitment to advance our profession and offer even more innovative solutions.

One final comment. I noted this earlier, but let me express again my deep appreciation and gratefulness to 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. On that note, I'll now turn the call over to Dave to provide a more detailed look at our financial results in the fourth quarter and full year of 2020.

Dave?

Thank you, Damon, and good morning to everyone. In the fourth quarter we reported a net loss of $0.22 per share or $0.40 of adjusted EPS, excluding special items. We generated $0.63 of normalized FFO per share in the fourth quarter of 2020 compared with $0.59 in the prior year fourth quarter, an increase of 7%. We generated AFFO of $0.58 in the fourth quarter of 2020, the same as in the prior year fourth quarter.

Adjusted EBITDA was $108.7 million in the fourth quarter of 2020, a 5% increase from $103.5 million in the prior year quarter. Adjusted amounts exclude asset impairments of $47.6 million consisting mostly of a noncash impairment of goodwill, $7.1 million of expenses associated with debt repayments incurred in connection with the sale of 42 GSA-leased properties and $2.8 million of expenses associated with COVID-19. Our goodwill impairment analysis considered numerous factors, with the noncash impairment predominantly driven by our consideration of the broad-based declines in the market capitalization of publicly traded companies in our industry as well as the reduction in cash flows from the COVID-19 pandemic and the anticipated change in our tax structure. The decline in our equity market cap had to be considered when assessing fair value under the accounting rules for goodwill impairments and resulted in the impairment of the full balance of goodwill allocated to our Community segment amounting to $42.6 million. We believe the cash flows in this segment will improve once effects of the pandemic subside, and we remain committed to the Community segment, which focuses on helping those entrusted to our care obtain employment and successfully reintegrate into their communities. This segment serves individuals nearing the end of their sentence or as an alternative to incarceration in critical need of case management services, such as substance-abuse counseling and life skills programs offered by trained professionals.

Adjusted amounts also exclude a $17.9 million loss on the aforementioned sale of 42 real estate assets. Most of this loss is attributable to a tax protection payment that is owed to the partners who contributed 24 of the properties to a wholly owned subsidiary of ours in January 2020 in exchange for 1.3 million limited partnership units that were convertible into shares of our common stock after a 2-year holding period. The tax protection payment will be funded to the extent there is cash in the partnership, including proceeds generated from the sale and set aside and restricted cash. As a result of the sale, we intend to dissolve the partnership in 2021, which is expected to result in the extinguishment of the limited partnership units for no additional consideration and a gain upon dissolution that will be reflected as an increase to stockholders' equity of $15 million to $20 million, essentially offsetting the loss on sale.

The press release includes commentary pertaining to the improvement in financial performance from the prior year quarter, which is notably a comparison to a quarter before the COVID-19 pandemic. Compared with the third quarter of 2020, normalized FFO per share increased 21%, AFFO per share increased 18% and adjusted EBITDA increased 15%. The primary drivers of the improvement included an increase in facility net operating income at our 1,600-bed Cimarron correctional facility in Oklahoma and lower G&A expenses.

During the third quarter, we transitioned the Cimarron facility from a state population to the U.S. Marshals, which had stable occupancy during the fourth quarter. The reduction in G&A expenses, excluding special items, was largely due to lower incentive compensation in the fourth quarter. We also experienced lower operating expenses due to more favorable claims in our self-funded employee medical plans, lower COVID-related paid time off, property taxes and a seasonal reduction in utilities expense.

We completed the aforementioned sale of 42 noncore real estate assets on December 23, 2020. These assets were sold for a gross sales price of $106.5 million, which generated net proceeds of $27.8 million after the repayment of nonrecourse mortgage notes associated with some of the properties and other transaction-related costs. We used the net proceeds to pay down our revolving credit facility. Including this paydown, during 2020 we repaid $199 million of debt net of the change in cash, which was after the payment of $106 million of dividends during 2020.

As of December 31, we had $113 million of cash on hand and $566 million of availability on our revolving credit facility which matures in 2023. Our leverage measured by net debt-to-EBITDA is 3.7x using the trailing 12 months, and we have no debt maturities until October 2022 when $250 million of 5% unsecured notes matures. We currently expect to repay these unsecured notes upon maturity with cash on hand and capacity under the revolver.

As of December 31, we had 3 additional noncore real estate assets held for sale with a net book value of $279 million. Based on interest expressed to date, we are hopeful to consummate the sale of these assets during the first half of 2021. If we are successful in consummating the sale of these assets, combined with the sale completed last quarter, we expect the net proceeds from our sale of noncore assets will be consistent with our original estimate of up to $150 million. We also have several smaller assets that we are evaluating for sale, which could result in us exceeding our original estimate.

Earlier this month, on February 1, we were awarded 2 new 30-year lease agreements with the Alabama Department of Corrections for the development of 2 correctional facilities. Final lease costs for both properties will become available upon achieving financial close. We expect to finance 10% to 15% of the project costs with existing resources, which we expect to fund upon financial closing. Both facilities will contain an aggregate of approximately 7,000 beds, with construction expected to begin later this year or the beginning of 2022. The first facility, which will specialize in medical and mental health needs, is a large -- is larger and has a construction time line of approximately 3 years. The Alabama Department of Corrections will lease and operate both facilities. We will be responsible for facility maintenance and will retain ownership beyond the terms of the leases.

In addition to the Alabama commitment, our maintenance capital expenditures are forecast to be $65 million to $69 million, which is consistent with the original guidance we provided for 2020 before we reduced it by 15% in response to COVID-19.

Although we continue to generate significant cash flows and even win new business during the pandemic, at this time we are not providing 2021 financial guidance because of uncertainties associated with COVID-19 as well as uncertainties associated with the application of the administration's various executive orders related to immigration and criminal justice. Because of the pandemic, operations in the criminal justice system have not yet normalized, the southern border remains effectively closed, and many state budgets will have significant holes to fill. The duration of these disruptions and the response to state budget challenges and executive orders are difficult to predict. While we remain focused on the long-term success of the business and on executing our revised capital allocation strategy, we can provide some direction on our financial forecast, having gone through 3 full quarters under COVID-19 and based on what we know today. Operationally, with the court system functioning normally -- I'm sorry, without the court system functioning normally, and with the Southwest border still effectively closed, we expect to continue to experience declines in populations in our Safety and Community segments while rightsizing our expense structure without sacrificing safety or quality. These population reductions are likely to continue until a vaccine is more widely disseminated. Eventually, the backlog of court cases will make it through the court system. Our new contracts with U.S. Marshals at our Cimarron facility and with Idaho at our Saguaro facility in Arizona are expected to mitigate these declines.

Further, as a reminder, about 2/3 of the federal contracts in our Safety segment have fixed monthly based payments that help ensure our partners have access to the capacity they need if and when populations increase, minimizing the impact of further occupancy reductions at such facilities. Conversely, increases from current populations would not result in incremental revenue under these contracts until populations exceed the first tier fixed payments.

Second, the properties we sold and are holding for sale generated approximately $30 million of EBITDA in 2020, which translates into the elimination of $20 million to $25 million depending on the timing of the assets held for sale. We expect to use the net proceeds to repay debt, which could include the purchase of some of our outstanding debt securities in open market transactions, privately negotiated transactions or otherwise. Until operations return to normal, we expect to continue to report quarterly expenses with COVID-19 materially in line with the past 2 quarters.

Lastly, beginning in Q1 we will be subject to federal and state income taxes on our taxable income at applicable tax rates without the dividends paid deduction as a REIT, and currently estimate our effective tax rate to be 27.5% using federal and state tax rates. Once we revoke our REIT election in the first quarter of 2021, we will also revalue our net deferred tax liabilities for accounting purposes, resulting in a significant special income tax charge that we estimate to be in the range of $100 million to $135 million. This is not a cash payment, but represents an accounting adjustment similar to the one -- similar to the onetime tax benefit of $138 million we recognized when we converted to a REIT in 2013. There is no transitional tax payment to revoke our REIT election, and we currently expect our cash taxes to approximate 27.5% of our pretax income.

With respect to the first quarter of 2021, there are a few things to remember when crosswalking the fourth quarter of 2020 to the first quarter of 2021. Compared to the fourth quarter, Q1 is seasonally weaker because of 2 fewer days in the quarter and because we incur approximately 75% of our unemployment taxes during the first quarter, resulting in a collective $0.05 per share decline from Q4 to Q1. As I previously mentioned, our G&A expenses in Q4 were lower than our expected quarterly run rate, which is expected to translate into a per share decline of $0.04 from Q4 to Q1.

While we reached a significant milestone with signing 2 new agreements to construct and lease 2 new correctional facilities in Alabama, and will pursue similar opportunities in Hawaii and potentially other states for our property segment, those opportunities are longer term and would have no impact on earnings in 2021. In our Safety segment, we are pursuing a number of separate nonpublic opportunities, including a new state contract to utilize available capacity in our system, the transition of an existing state contract to our property segment with improved and more stable cash flows, and potentially reactivating an idle facility.

These opportunities could be consummated in the second half of this year. Finally, although challenges certainly remain, state budgets thus far have generally outperformed expectations during the pandemic, which could lead to a more favorable environment than expected in our Safety and Community businesses. I will now turn the call back to the operator, David, to open up the lines for questions.

(Operator Instructions) We'll take our first question from Joe Gomes with NOBLE Capital.

So nice solid quarter looks like to me. There's some onetime items, but once we get below the surface, it looks pretty solid. It looks -- it was a little bit better than what I was expecting. The last 3 quarters look pretty similar here during the COVID time. Just wondering kind of 2 parts. One, you talked a little bit about -- or maybe you can provide a little more color and detail as to what helped drive a little bit better-than-expected results here. And as we're looking forward, do you kind of see what the last 3 quarter run rate -- is that kind of our new normal as we know things today?

Yes. Good question, Joe. I'll take the first stab at that. I'd say certainly when you're comparing Q4 to Q3, the primary drivers were the transition of the Cimarron facility from the contract with Oklahoma to the U.S. Marshals. So during Q3 we were ramping down the facility for the state and then ramping up the facility for U.S. Marshals. So there was a gap in there in the third quarter that stabilized really in the fourth quarter. So that contributed about $0.03 when you're transitioning from Q3 to Q4.

The other notable item I mentioned in my comments was the lower G&A expenses. That's not a run rate. So that was probably $0.04 lower in Q4 compared with Q3 that we'd expect to return to the Q3 and prior quarter numbers beginning in Q1. We did see some expense savings that I think will continue as long as the pandemic continues just because we're not able to provide the extensive services that we normally provide in a nonpandemic time period with all the great things that we do to help our inmates and people entrusted to our care. All those services -- the GEDs, classrooms, trade certificates -- so we're operating at a lower level of service currently during the pandemic, just to protect them from the safety and dangers of COVID-19. So eventually those expenses will ramp back up as we start to reinstate those levels of services. So that's probably unique to the period of time in the pandemic.

Also in the fourth quarter, we did have some favorable claims experience in our self-funded medical plans. We had some property tax true-ups that were favorable based on the receipt of property tax bills and some other things like that that could be recurring. They're just hard to predict.

Okay. Great. Then if we could switch to Alabama for a second, congratulations on the win there, very significant in my view. But a couple of quick questions. I know you mentioned you can't really talk about the lease impact, the financial impact right now, but I saw some estimates out there. Alabama is looking to build 3 different facilities, and the estimates were that the capital cost would be somewhere in the $900 million to $1 billion range, which, again, just doing some average math, which suggests somewhere in the $600 million to $700 million for 2 facilities that you won. A, is that kind of in the ballpark?

And then you mentioned about self-financing 10% to 15% of that and raising the rest through outside financing. And kind of given what we've seen here on the activist push, I mean, how comfortable are you with your ability to go out and raise that -- the rest of that amount to construct that?

And then finally, you mentioned Kansas as the kind of a model here. And so Kansas has been up and running, I think, roughly, let's call it a year. Can you kind of just give us a little color on how Kansas is performing over this past year? I know it's special with the pandemic and everything. But is it running towards your expectations? Or any hiccups there? Just kind of give us some detail as we project forward Alabama, potentially Hawaii or some of these other states, Kansas being the first one, how is that performing?

Yes. Thanks, Joe. A lot of questions there, so let me try to take a couple of them. On the cost, we don't want to get out in front of Alabama on those. You're right, they did disclose the cost of -- I think it was somewhere around $800 million to $1 billion for all 3 correctional facilities. We've worked with them on the cost during the design phase and have been working extensively, trying to offer opportunities for cost savings and so forth. But we don't want to get out in front of Alabama on disclosing those costs. It will somewhat also depend on their -- and their lease costs will depend on the financing. We feel very comfortable right now with the financing for that project. Both private placement markets, municipal bond markets are very competitive right now for lenders, a lot of dollars chasing infrastructure funds. So this would be a great project, we think, to execute the financing. So we feel really good about the financing sitting here today.

Kansas, I'll just -- I'll touch briefly on Kansas. It was delivered under budget, really on budget to under budget, real close to budget, certainly not over budget. It was delivered in the first quarter of last year and has delivered really as expected. We're just the owner. They operate the facilities very similar to Alabama. Alabama is going to staff it and operate it. So with respect to our risk, it really is limited to the maintenance services that we perform. So all that's going as expected and no hiccups there whatsoever.

Damon, do you have anything to add there?

Yes. I would say also on Kansas, just kind of to connect the dots a little bit to Dave's comments on Alabama, so going back several years, when we were starting that project we did a private placement on that facility and did 100%. And we needed about $160 million, $170 million for the financing. We got almost $1 billion in interest. And so those type of projects in the financial world are very, very interesting to a lot of investors. And so again, got almost 100% loan-to-value on that, about $1 billion in interest for -- 20-year money at, I think, 4.3%, 4.4%. So very strong interest then and now on these type of projects that are government-leased assets. And that -- again, that was also with all this kind of rhetoric still circling around the country.

But also talking about Kansas, as Dave said, we delivered under budget into Q1 of last year. And you'd rather be lucky than good, but it really was very fortunate timing because, as you know, it was right at the beginning of the pandemic. And so you've got a population that was coming from a facility that was built in 1860. So very challenging infrastructure, HVAC units, a lack of kind of negative pressure rooms or infirmary beds. Moving into a brand-new modern facility, right at the beginning of pandemic was very, very helpful for them operationally. And that facility that we delivered, it's got the largest infirmary unit in the state of Kansas. So it really gives them a lot of flexibility in normal environments, but especially with a pandemic.

And then finally, I'll just say, I had the good fortune to tour the facility late last year in fourth quarter, and it looks really good. I mean just -- it's open. It's modern. It's very clean. It's got new technology. And again, it's got the largest infirmary unit in the state of Kansas for the corrections system. So it gives them a lot of flexibility to deal with a lot of the challenging issues. So we're excited about that project, and we think it's a good model for -- not only as we finalize the development and designs at Alabama, but also for some of these other state opportunities we think are down the road for us.

Okay. And one last one for me, and I'll jump back in queue. So more, David, from really the 10,000-foot level, we've had the executive orders from Biden administration, U.S. Marshals Service question there. There's been some e-mails, we'll call it, that have been reported about someone in the Justice Department or -- I think it was Justice Department -- but going for ICE and who you can detain, who you can't detain anymore. We talked a little bit here about the court system, trying to get back to normal there.

I'm trying to maybe give us a little bit of a state of the union address, so to speak, is as you see it now, I mean, if we look at U.S. Marshals Service and the populations there that are detained, I mean are there other available alternatives out there that could soak up the population there that are being currently serviced by the private sector?

Just love to hear some of your thoughts. And again, I understand all the complications here. There's a lot of unknowns going forward. But where you think or what you guys are thinking about today?

Thank you for that question, Joe. Really, really good series of questions there. So a couple of answers. Let me just first just say globally about populations, and so Marshals Service nationwide, based on our research, is about 63,000, 64,000 nationwide. And that's pretty consistent where they were kind of late 2019, early 2020. They did see a significant dip, but it was pretty short-lived, during the kind of spring/summer of last year. I think they went as low as 56,000, but they've again gone back up to about 63,000. And again, that's pretty comparable to where they were in '19. And even if you go 10 years ago, I'm looking at my chart here, going back to kind of the 2012, 2013, they were kind of in the low 60,000s. So their populations historically and recently have been pretty stable. And then you take it to the company, if you look at our numbers, we're pretty stable the last 24 months. So again, we've seen probably some dip last summer, but overall, it's been pretty, pretty stable. So globally, but also company-specific, population is pretty stable.

As we look at kind of the needs of our customers, and it's something we're always researching and talking about and anticipating and -- but also providing maybe new, more flexible, more innovative solutions going forward based on their changing demands, the BOP, as you and I have talked about, Joe, it was pretty clear 7 and 8 years ago that their needs were going to change, and the private sector being part of their overall kind of solutions going forward, especially since they were significantly overcrowded at the time, probably was going to change. And so we have adapted to that, not only anticipating kind of the demand maybe changing in the Safety side, but also provide more solutions on the Community side for reentry facilities and maybe even some home confinement. So we've changed our kind of our service and our offering structure for the BOP based on their changes in demand.

But for the Marshals Service, I mean, yes, you touched on this a little bit in your question, and that is the Marshals Service, their mission is obviously very different. I mean it's the same population, but they're just in different parts of the journey in the criminal justice system. So the Marshals Service really, really rely on the private sector, but also city and counties for bed space that's in very close proximity to the federal courts. And so if you've got someone that's, say, in Phoenix, Arizona, and they're going through the federal courts there in Phoenix, they cannot be housed in a neighboring state. They've got to be usually within 25 to 50 miles of the courthouse just so that they can, obviously, actively participate in legal proceedings, be in close proximity with family and friends and also be in close proximity with legal representation. So really, really important that they've got space close by to the court system.

And so our surveying of the landscape -- and this is something we do all the time, not just in the current environment -- is that we do not see any alternatives that we provide space that is new, modern, meets all the appropriate standards, has the appropriate government oversight and auditing on a regular basis, but also provides good access to legal representation and also, again, good access not only to the courts, but also, in turn, allows judges -- I mean we have a fair amount of federal judges actually tour our facilities and want to see the conditions firsthand. And so we just do not see, in the markets where we operate, any alternatives. And again, not only do we provide detention space, we also provide some services on-site for not only legal staff, but especially in this environment -- and actually, I just saw this firsthand a couple of weeks ago in our facility in Florence, Arizona, supporting the federal courts in both Phoenix and Tucson, we're quickly able to adapt in this COVID environment where we actually put video conferencing systems in place to where they could do some arraignments and other legal proceedings via video conference since judges maybe don't want to have people in-person during the pandemic.

So that's quick innovative solutions that private sector can provide, especially in the challenging environment, that we just don't think there's alternatives or other agencies, organizations able to do. But anything you would add to that, Dave?

I don't think so. I mean it's a little early in the Biden administration. So it's one of the reasons we haven't issued guidance. It's hard to unpack all of the application of the executive order and immigration policy. So there's just a lot of dynamics in the environment right now, and that was really the genesis for us not issuing guidance,

we wanted to take a little bit of a wait-and-see approach and see how things play out.

Thanks for those insightful answers, Damon and David.

Next, we'll go to M. Marin with Zacks.

I have a question about -- hello? -- the transition to the -- so the transition, does that (inaudible) post deleveraging action? Does that in any way open the door to potential new revenue streams for the company or opportunities for new revenue streams?

Yes. Thank you for your question. This is Damon. So the short answer is yes. As you know, with a REIT there's some restrictions on what you can or cannot do as a publicly traded REIT. So we do think now being a C-corp again, we were a C-corp once upon time too before 2013, it could open some opportunities to where we provide not only the real estate but maybe the services for certain solutions. So for example, I mentioned earlier the new project in Kansas that has a very large infirmary unit, again, largest -- actually -- unit in the state of Kansas serving their correctional institution or correctional system. There could be a case where we could maybe do a medical kind of oriented solution for a certain jurisdiction, maybe that's an infirmary, maybe that's a mental health or substance abuse-type facilities. So it gives us greater flexibility of providing kind of health care-related services that we weren't able to do as a REIT. But anything you would add to that, Dave?

Yes. No, there were restrictions under the REIT rules that prohibited certain business activities. Obviously, we are focused on the real estate aspects of the business. But without those limitations, certainly, the sky is the limit on non-real estate-related businesses perhaps in adjacencies to the corrections market that could be available to us.

So those are things kind of in the R&D stage at this point, but we're starting to identify some opportunities.

Just -- what that time line is for the transition?

I'm sorry, you broke up on me. I didn't hear that question.

All right. So could you just remind us of the time line [for transition]?

Time line. Yes, it's hard to put a time line now. And also we're just on the other side of just now going into the new year with the conversion to a C-corp, but we're actively looking at and talking with partners -- and partners -- just being on a little bit of a listening journey with our partners on kind of the emerging issues and needs within their system and how we could be a solution. So no real time line to be able to express today, but it's something we're actively looking at.

We'll go to Jordan Sherman with Ranger Global.

I just want to talk about the Alabama thing once more from a different angle. I know you're reluctant to give too much detail, but Kansas, the Kansas facility, what was the cost of development per bed?

It was about $65,000 a bed, it was a $160 million project.

Right. And is there any reason for us to think, at least conceptually, not specifically, that there would be major differences one way or the other for the development of the Alabama facility?

There could be. I mean Alabama's needs are different. They're certainly larger facilities, different components to it. So it could be. But again, I really just don't want to get out in front of Alabama on that.

I guess one thing I would note is that -- oh, I'm sorry.

No, that's right. I'm sorry.

No, I was just going to mention that...

Conceptually -- so it could be different.

It could be. I was going to say, 1 of the units -- 1 of the facilities that's going to be a kind of a medical focus, So (inaudible), that will drive some unique kind of requirements for that physical plant.

So I'd say in a different way, there's 3 facilities anticipated. 2 of the 3 are going to be what I call general population, kind of normal facilities, and those are very consistent with Kansas. But one of the 3 will have a very specific medical focus. And again, those will probably have some pretty unique requirements from a physical plant perspective.

They will be more expensive than the other 2 facilities.

Understood. Okay. We'll [follow the details] there. Hawaii, what is the size of the facility that they're looking to replace?

I think it's about 1,500 to 2,000 beds. And it could be a little bigger or smaller than that depending on kind of what their needs are. And maybe -- we've heard also over the years, they were trying to maybe do some small regional facilities around other parts of the state or other islands, I should say.

But that's probably a pretty good ballpark at the moment.

Fair enough. Okay. Just wanted to go out to the U.S. Marshals. We have no -- I've heard your comments about that not really a lot of capacity outside of your -- what's being utilized today, let's say it that way, should there be a shift or an attempted shift away from sort of private prison use. But I'm just wondering, if they go down that pathway, one -- the way they've chosen with the BOP is to eliminate the contracts as they roll over.

So I'm just wondering, just conceptually, how would indefinite contracts work in that environment?

I'm not sure we know, Jordan. Yes, we list out expirations in our facility portfolio table in our supplemental disclosure report. But we're not -- we don't have clarity on that.

Right. Okay. So -- and then just on the immigration side, just looking at the Southwest border crossings numbers, I guess we just got them for January. And clearly, they're kind of exploding.

I don't know if you saw the latest numbers, but I'm just wondering how we think that those -- I'm sorry?

We did see those numbers, yes.

Yes. So the highest number, 30% above the highest number we've seen in the last decade. How do those numbers translate into detentions?

Well, the biggest action right now that's affected detention capacity is the Title 42, which is the basically turn around right at the border, so they're not detaining and putting them through the process here in the United States. And obviously, we're early, early days into the new administration, but there has been not any change on the Title 42 policy at the moment. I know that if you read news reports, they're looking at it closely and also overlaying that with the challenges with the pandemic. But that's -- you're exactly right. The encounters -- single (inaudible) encounters, I think you have a like 200% year-over-year increase.

So the activity on the border was dramatically impacted, but it's not related to detention at the moment because of Title 42.

Okay. So they're coming -- they're touching the border in some shape, manner, or form and they're being turned back?

Right.

Okay. Under normal circumstances, how would those numbers translate into detentions? Take preexisting...

It's hard to say -- I'm sorry, yes, it's hard to give a ratio of an encounter versus how many of that compares into a detention capacity. I don't know if that's ever been kind of studied, and I'm sure, to be honest with you, it probably changes based on administration and priorities. But I'd say, historically, yes, if the encounters are going up on the Southwest border, that typically somewhat correlates on the detention capacity and utilization of capacity on the Southwest border.

I guess, let me ask a little differently because that wasn't necessarily a ratio. There are certain people who present at the border, either through a point of entry or a -- or not a point of entry, who will be detained, right? And there's certain types of people who won't be. I guess what I was going after is, who is detained -- and now when you just talked about priorities, that's what you're referring to -- is, who is detained out of those people coming across the border may shift as a result of the Biden administration, and we're not sure exactly yet on those?

Yes. I think -- yes, the latter is exactly right. It's too early to tell. Historically, I guess what I'd say, and this is regardless of the administration, Republican or Democrat, historically, the individuals that are detained are typically individuals that maybe have a violent either crime history or have -- are in an act of doing a violent crime. So I'd say more -- not only just illegal entries of the country, but also maybe smuggling of firearms or smuggling of children or something like that. Those are typically the ones if they're going to kind of triage to determine what's the right individual put in detention, it's ones with a violent history. Anything you want to add to that, Dave?

Yes. So source of where they're coming from, the originations, the country from which they're originating also can have an impact on their detention and how long they're detained.

So somebody might have a complex deportation order, they might spend more time in a detention facility than somebody who's in Mexico, comes from Mexico, for example. There's arrangements with Mexico that would deport them more rapidly.

Great. So then, I guess, how then conceptually, do you think about changes in interior enforcement versus who's detained at the border?

I guess I'm trying to figure out what are all the -- there are a lot of moving parts. I know that. I'm just trying to figure out what all those moving parts are. And then how -- if we go to a more liberal catch and release, how's that going to work? And then, of course, if we have a more liberal policy, we're certainly going to get, in the U.S., we're certainly get more border crossings, good, bad and indifferent.

And I'm just trying to put all the elements in place, and I know we won't be able to have an answer on where it goes. But just trying to make sure I have all the pieces of that puzzle.

Yes. It's a good question. And the short answer is too early to tell. I mean we're getting obviously some signs with some of these executive orders and some of the pronouncements from the administration. So the short answer is it's too early to tell and we also have to monitor.

But I guess what I would say is that we have been able to not only change, but also kind of recalibrate not only our services but also maybe invest in our facilities a little bit. If the priorities changed from administration and administration, we can change our solutions based on those priorities.

So to say it a different way, if there are certain parts of the country where they're maybe doing more Southwest border enforcement than interior enforcement or there's maybe a greater need for families versus females versus adult males, I mean we have changed over the years, some of our facilities, our mission and our services based on kind of those changing needs.

So I sit here today looking at 40 years of history with the country. I think we've been able to do a good job, and especially with our ICE facilities that primarily, as you know, are on the Southwest border. We can change, again, either our services, make some investments where we're maybe adding more not only CapEx but maybe courtrooms and other things that help support the mission, and also again, maybe change the makeup. So changing the facility from adult male or female to families or something like that.

So we can pivot and navigate through that, I think, pretty effectively, as we've shown in the past.

Okay. And then just one more on that, I'll turn over. The time line, how do you think about time line of changes? I guess we'll get a budget request, that will give us some sense of the number of beds at least in the interim. How do you think -- what are sort of the road map time line that you're looking for, at least the known time line?

Yes. I would say good question. I'd say probably a couple of key things. Yes, the budget you just noted. I read this morning, I don't think I've seen that exact date, but I know the budget is going to be delayed coming out. But there usually is pretty good information not only on the dollars and cents for each individual agency, but also how that's [tied] to maybe changes in policy and priorities for the administration. So again, I think that will be a pretty good blueprint to your question. The other thing I would say is that we just saw here in the last few weeks, the confirmation of the agency heads, notably with this subject, which is DHS. But I think probably in the coming weeks, as you start to see announcements on department heads and agency heads, then obviously once those individuals get in place and then they can kind of get aligned with the priorities, not only from the secretary but also the administration, that will be key.

But I don't know if there's anything you could add to that, Dave.

Yes. And perhaps as importantly as Title 42, the President is trying to protect the country and eradicate the COVID-19 virus as much as possible. And the timing of reopening the borders, if you will, rather than turning them away as we were just discussing, could have an impact on the number of people admitted to the country and notably those claiming asylum in the United States.

And will we glean anything interesting out of the 100-day moratorium, which is now -- there's a federal injunction against that, I guess. Will we glean anything about ability to deport or not deport from that, like any sort of final decision on that?

Yes. I think that's going to be a probably wait and see. We'll have to just see with it. I know there's been court challenges, I think out of Texas, and I haven't heard of any other states, but that will be just have to wait and see what the impact of those actions are.

We'll go to Dane Bowler with 2nd Market Capital.

So I'm wondering on the Alabama newbuilds. Presumably, the detainees are being moved in from older facilities that maybe weren't as well-designed for those exact purposes as the modern purpose-built buildings that you guys are making.

So I'm wondering if you can quantify the benefits of the better facility in terms of, say, health and safety benefits of both the detainees and the employees as well as potential cost savings in operating them.

Good question. It would probably be a little hard on the last one, but I'll give you a little color to the first part of your question, and that is it's been reported, and I don't think Alabama has made a hard fast decision on this. But it's been reported that they were talking about 15 to 18 facilities within their state that they were looking to close as a result of these 3 new modern facilities, once they're delivered, being able to get the efficiency by, again, closing these older facilities. Technology is a big one. So I mean, if you think about facilities that are 50 to 100 years old, it just is not cost-effective, nor do they have the dollars per se, to enhance these older facilities with -- from a technology perspective.

I'd say, second, the design of facilities today is a lot different than it was 50 or 100 years ago. So a lot cleaner line of sight, a lot more efficient design from a staffing perspective. You don't have the exterior, where you use limestone or rock as the perimeter wall. These are now used -- fences where you can see through and again, use technology from both camera and other detection systems.

And then I'd say, finally, is that these facilities sometimes are acquired from other agencies within state governments. So sometimes, these facilities are maybe vacated mental health or hospitals, maybe they were initially built for a different mission, but they're just not really conducive to an environment where you're providing a -- not only a corrections kind of housing and services, but also maybe not have adequate space for programs or medical services. So a lot of different benefits that it can be provided with a new modern facility. Part of which is, again, just being able to design it kind of from day 1 for this mission versus it maybe being acquired and had a previous mission in another life. But anything you'd add to that, Dave?

Yes. A couple of things. One, they're not incremental beds to Alabama. They are intended to be replacement beds for existing facilities for which Alabama is currently being sued by the Department of Justice for the conditions of confinement. So certainly, this is the governor's solution to come up with better capacity. As Damon mentioned, there'll be more high tech. You'll have technology. There'll be larger facilities, which I think is also important to note to the latter part of your question. So when you have disparate smaller facilities, it's much more inefficiently run than it can be run when you have 3 very large facilities. It just kind of is common sense. And in Kansas' case, they were able to save enough cost savings to fund the lease payment that we collect just through the ownership of the facilities because of the efficiencies that they gained and not having to have as many staff and as much repairs and maintenance on older facilities. I think theirs dated back to 1850s, something like that. So these facilities similarly are very old and outdated. So they have a lot of deferred maintenance and maintenance that they spend every day on them, that they will not have to spend on 3 brand-new facilities. In fact, that's our responsibility under the -- under the terms of the leases. So a lot of efficiencies to be gained by consolidating the facilities. And again, not incremental capacity for more inmates, but just replacement capacity that puts them in better conditions and quite frankly, safer conditions for the staff as well.

Okay. Great. So as those numbers come out from the Kansas facilities and theoretically in the future from the Alabama ones, are you finding those are useful in kind of pitching the same case to other states or other entities that would like a similar build-to-suit sort of thing?

Oh, absolutely. Yes, great question. But yes, absolutely. We think that the best marketing we could do for new opportunities is previous examples we can point to. So we know that every jurisdiction we've worked with. They do a lot of homework and research with other jurisdictions that have done kind of similar projects with the private sector. So we think, yes, Kansas helped us get good momentum in Alabama. And we think, in turn, Alabama will give us good momentum in other states. So yes, I think that's exactly right.

And this is what we do. So we can provide that value-added service to government agencies that haven't constructed facilities in 25, 50 or 100 years, where that's our business. So we know it well and we know how to design facilities so that they can reap out some efficiencies -- or reap out inefficiencies out of the older facilities when you're designing a new one.

Okay. Congrats on a good quarter.

Thank you. Thank you so much.

And that does conclude today's conference. We thank you for your participation. You may now disconnect.