Earnings Labs

CoreCivic, Inc. (CXW)

Q3 2012 Earnings Call· Thu, Nov 8, 2012

$20.64

+0.32%

Key Takeaways · AI generated
AI summary not yet generated for this transcript. Generation in progress for older transcripts; check back soon, or browse the full transcript below.

Same-Day

-1.35%

1 Week

-5.30%

1 Month

+4.86%

vs S&P

+0.95%

Transcript

Operator

Operator

Please stand by, we’re about to begin. Today’s call is being recorded. Good morning, everyone, and welcome to CCA’s Third Quarter 2012 Earnings Conference Call. If you need a copy of our press release or supplemental financial data, both documents are available on the Investor page of our website at www.cca.com. Before we begin, let me remind today’s listeners that this call contains forward-looking statements pursuant to the Safe Harbor provisions of the Securities and Litigation Reform Act. These statements are subject to risks and uncertainties that could cause actual results to differ materially from statements made today. Factors that could cause operating and financial results to differ are described in the press release as well as our Form 10-K and other documents filed with the SEC. This call may include discussion of non-GAAP measures. The reconciliation of the most comparable GAAP measurement is provided in our corresponding earnings release and included in the supplemental financial data on our website. We are under no obligation to update or revise any forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events. Participating on today’s call will be our President and CEO, Damon Hininger, and Chief Financial Officer, Todd Mullenger. I’d now like to turn the call over to Mr. Hininger. Please go ahead Sir.

Damon Hininger

Management

Thank you, Melissa, and good morning, everyone, and thank you so much for joining our call today. Joining me is our Chairman of the Board, John Ferguson; Todd Mullenger, our CFO; our VP of Finance, David Garfinkle. We also have joining us this morning our General Counsel, Steve Groom; our Chief Corrections Officer, Harley G. Lappin; and board member, Bill Andrews. I wanted to just take a minute initially to give you a couple highlights of the quarter and then I’ll turn it over to Todd to discuss the quarter in more detail and also give a review of guidance for the full year. So let me just talk a little bit about the quarter. And the first thing obviously is we’re very excited about our new contract with the State of Arizona, which we announced earlier this year. This award, as many of you know, will be utilizing capacity at our current Red Rock facility that’s currently being utilized by the State of California. Also, we’re very pleased with our performance. Cash flow for the quarter was very strong with FFO performing at nearly 10%, or $79 million, and we reported also $0.43 in EPS adjusted, which is up over 16% quarter-over-quarter. We’re also very pleased with the performance of growth that we’ve seen with existing state partners, most notably Idaho, which they have ramped up into their new contract to about 250 beds. And that also we’ve expanded our relationship with the State of Oklahoma where we now have 340 additional inmates with the state in our facilities in Davis and also in Cimarron. So overall very pleased with the Q3 performance for CCA. I’m extremely, extremely appreciative of our CCA management team, our wardens out in the field and the entire CCA team of professionals for their work this quarter and also during the course of 2012. And with that, let me turn it over time to Todd to review the quarter and talk a bit about the guidance for the rest of the year.

Todd Mullenger

Management

Thank you, Damon, and good morning, everyone. In the third quarter of 2012, we generated $0.43 of adjusted EPS compared to $0.37 in the prior year, a 16% increase. Funds from operations, or FFO, increased 10% to $0.79 per share, while adjusted funds from operations, or AFFO, increased 15% to $0.68 per share. The third quarter financial performance exceeded our forecast, due primarily to favorable operating cost performance driven by lower-than-average employee medical and inmate medical expenses. We also benefited from a lower-than-forecasted income tax rate in the quarter. These favorable items were partially offset by lower-than-anticipated U.S. Marshal populations. These three items net added approximately $0.02 to our EPS for Q3, which we do not expect to be replicated in Q4. So we really need to think about Q3 as a $0.41 quarter on a normalized basis. Year-over-year in the quarter, we saw revenues increase by $13 million driven largely by increases in per diems; the assumption of operations at our Lake Erie, Ohio facility; activation of the Jenkins County Georgia facility; Puerto Rico inmates at Cimarron; partially offset by declines in populations from the U.S. Marshals, Colorado, California and District of Columbia. Moving next to a discussion of our guidance. As indicated in the press release, full year EPS guidance is in the range of the $1.53 to $1.55. And guidance for Q4 is in the range of $0.39 to $0.41. Full year FFO guidance per share is in a range of $2.89 to $2.93, while AFFO guidance for the full year is a range of $2.37 to $2.45. Earnings guidance excludes all expenses related to the REIT feasibility project and debt refinancings. Our U.S. Marshals populations are a key flex point in our guidance. We’ve seen these populations decline from their highs during the first half of the year, and they are forecasted to remain at the current levels for the balance of the year. However, a small movement up or down from the range of populations assumed, could have a meaningful impact on our actual earnings as these populations are largely at facilities that are operating at full capacity where the incremental margins are very high. Finally, on Tuesday the company declared a $0.20 per share dividend, to be paid on Friday, December 14, to shareholders of record as of November 30. I’ll now turn it over to Damon.

Damon Hininger

Management

Thanks so much, Todd. Now I’d like to give a market assessment, and also an update on our project REIT. Let me just first make a couple global comments, and most notably is – all of you on the phone are looking at the economic environment; we’re all reading the same headlines that you all are. We all have concerns during the near term with economic environment here nationally and internationally, and also the uncertainty we’ve got in Washington DC in the coming months. So we continue to be very cautious in the near term but continue to be optimistic about the mid to long-term prospects for the company and for the industry. But I can’t tell you how many times I’ve heard here in the last couple of months from our partnership development team when we talk about kind of new business opportunities or maybe decisions on pending projects, kind of a common refrain from our team internally is that most of our partners, if not all of them, are waiting for a significant milestone, either the election or maybe the first of the year. And so that’s been kind of a common answer internally when we’re talking about either new business prospects or maybe timing on new contract awards within the business and within the industry. And it appears right now we’re seeing a lot of decision makers basically sitting on their hands right now to see a little additional clarity either from the election or for maybe some of the issues that Congress is going to have to deal with after the first of the year. But specifically, let me just give you a few observations in the book of business. First on the state side, and then also a comment or two on the federal side.…

Operator

Operator

(Operator Instructions) And our first question will come from Kevin Campbell from Avondale Partners. Kevin Campbell – Avondale Partners: Good morning, and thanks for taking my question. Damon, I wanted to follow up on one of the comments you made about being able to convert even if IRS responds after January 1 of 2013. Can you just explain how that process could work?

Damon Hininger

Management

Yeah, So we obviously have still got 33 days left in this year. So the IRS could rule this year, but there is also a possibility that if they rule after the 1st of next year that we could still convert to a REIT. So again, we’re only three month into the process. We’ve got two months left in this year, but if they did rule after the 1st of the year, there is still a possibility where we can convert for the full year. Kevin Campbell – Avondale Partners: Is there a certain timeframe that you’d have to hear back from them by in 2013, by January 31 or March 1 or something like that, or-

Damon Hininger

Management

Yeah, good question, Kevin, there’s really no drop-dead data or no magical date. We obviously said what we said in our prepared remarks, my prepared remarks, and also, the press release. But based on our disclosure, we’re also doing all the work analysis we can to get ourselves for a potential conversion to 2013. But there is no magical date or no drop-dead date. Kevin Campbell – Avondale Partners: So okay, just to make clear, even if it pushes in a couple – a month or two, or what have you, into 2013. It could still be made retroactive to the 1st of next year?

Damon Hininger

Management

Yeah, it’s really, the IRS is just making, they’re making a ruling if we would be able to convert to a REIT. So we can behave and operate like a REIT after the 1st of the year, even though we get the letter maybe a few days or a few weeks after the 1st of the year. Kevin Campbell – Avondale Partners: Okay, that’s helpful. Just as we think about your Arizona that, are you going to have both California and Arizona at that facility at the same time. Will you be moving California elsewhere? Could you just give us some color on how that might work?

Damon Hininger

Management

Yeah. Another good question. Really don’t have any clarity today, so right now, the way the procurement is structured that were awarded to us. Arizona is anticipating a ramp in that facility sometime after the 1st of 2014. So we obviously have got 14 months away from that milestones. So we really have just started kind of the dialogue with Arizona on timing and kind of the physical plant enhancements we’d have to make to the facility. So I think we’ll get a lot more clarity probably the 1st of the year. So too early to tell on both timing on that and then also the potential impact with the State of California in time to them. Kevin Campbell – Avondale Partners: Okay, great. And your Idaho contract, I know called for 250 beds initially and update 100 beds eventually. Any thoughts on when – if and when they might use those additional 550-plus beds?

Damon Hininger

Management

They ramped up to 250 beds pretty quickly and by all indications from our team and their team, they are basically real satisfied with that solution. So, we don’t have any estimate on timing of additional population, but they opted – did give themselves that flexibility with the what they advertised in the procurement. So my assessment would be probably early next year before we get any kind of feeling if they are going to use additional beds. But we’re also well suited to do that and the contract gives them that flexibility. Kevin Campbell – Avondale Partners: Okay, great. And the last question, I wanted ask about Ohio. I’m sure you’ve seen some of the media reports about some of the concerns about the facility after it was transferred over to CCA. Maybe you can just talk about that facility and what you guys are doing there from a quality perspective?

Damon Hininger

Management

Yeah. Let me just first say, we’re very excited about our partnership with the state of Ohio. We’re strongly committed to working with them, not only just for the near term with some of the operational issues that they’ve raised, but also long-term being a strong partner for them. In the state of Ohio, they have obviously raised some concerns since the recent audits. And we’ve taken those very seriously. We deployed a lot of resources both at the facility and here in Nashville to help support the facility to address some of those issues. So, I’m confident we’ll addressed all those issues timely and work through all those various issues. So, I think having a new relationship with a new state customer; this is our first time working with the state of Ohio. You obviously are going to have a period where you are going to learn from each other and make sure there are clearer expectations relative to policies and training and operational requirements. So, we’re going through that a little bit, but we’re committed to working through all these issues that Ohio has raised. Kevin Campbell – Avondale Partners: Okay. Great, thank you very much.

Damon Hininger

Management

Thanks, Kevin.

Operator

Operator

And our next question will come from Tobey Sommer from SunTrust Tobey Sommer – SunTrust: Thank you. I guess you have already addressed in your prepared remarks my most important question, which was the timing of an IRS response. To what extent have you had a back and forth dialogue about your submission, and had kind of regular communications with the IRS?

Damon Hininger

Management

Yes. So we’ve had conversations with the IRS since our submittal. As I indicated in my prepared remarks, we basically put a fence on kind of delving into the kind of the discussion back and forth. But we’ve had ongoing dialogue with them since our submittal. Tobey Sommer – SunTrust: Shifting to fundamentals for a second. Could you describe – give us a little bit more color on Harris County? I kind of had thought that perhaps something might have – a decision might have been made in the fall, and wondering what, if anything, may have changed there?

Damon Hininger

Management

Yeah, good question, I would kind of relate it back to my earlier comment. We just have gotten a sense from our either existing partners or new partners that either opportunities, pending procurements, maybe decisions where they need to move forward on a requirement, a lot of those are just being deferred, either past the election or past the 1st of the year. There was obviously a lot of – everybody in the country was most focused on the national election, but there was a lot of elections going on at the state and local level. And so, our sense is that we just had a period of time where a lot of decision-makers were sitting on their hands. So I would Harris is probably in that category. And we think we’ve put forth a very compelling and comprehensive and competitive proposal to them, but our sense is probably now that we’re on the other side of the election, either later year or early next year, we’ll see an action being taken by them. Tobey Sommer – SunTrust: And, Damon, I apologize. I missed part of the call. Did you give any update on the customers – or potential customers that you’re having conversations with, that aren’t part of formalized RFPs? And could you just update us on those discussions?

Damon Hininger

Management

Yes. So we, I mentioned that we’re pursuing eight state partners that are currently not doing business with CCA, and I just gave an indication of their overcrowding projection, which is over the next five years, that would be somewhat near 15,000 inmates. So those would be potential new state partners. One of those partners that was kind of in that category, say 12 months ago, was Puerto Rico. So, Puerto Rico was one of those that I didn’t mention by name, but just said that we were monitoring, we’re pursuing and found an opportunity to provide not only value, but also relief in overcrowding and overgrowth. So that’s kind of typical profile we’re looking at for an opportunity on the state side. Tobey Sommer – SunTrust: Are those eight customers and potential 15,000 beds larger or smaller than the last time we got an update from you?

Damon Hininger

Management

I think it’s been pretty consistent. It’s been pretty consistent. I think maybe a little higher, maybe a little lower, but I’d say probably no more than 2,000-bed variance. Tobey Sommer – SunTrust: Thank you very much.

Damon Hininger

Management

Thanks, Tobey.

Operator

Operator

And now, we’ll go to Todd Van Fleet from First Analysis. Todd Van Fleet – First Analysis: Hey, good morning guys.

Damon Hininger

Management

Morning, Todd. Todd Van Fleet – First Analysis: Damon, on that back and forth that you had with the IRS, have they asked for estimates, either historical or projected, regarding federal taxes under one scenario versus the other that is the conversion versus non-conversion?

Damon Hininger

Management

Yeah, Todd, I would say that’s in the category of providing detail on kind of our conversations with them, so I really can’t go down that path. So, the only thing I would share is that we’ve had several conversations with them since our submittal, but really don’t want to get into any detail on the topics, and what was discussed. Todd Van Fleet – First Analysis: Okay. So outside the context of any conversations that you’ve had with the IRS, I assume you guys have worked the numbers with respect to federal taxes that would be paid under either path, either conversion or non-conversion. Can you tell us what those figures have shown?

Damon Hininger

Management

Yeah, obviously, we’re working on that analysis, but not prepared to disclose anything to the market today. Todd Van Fleet – First Analysis: Okay. I think that’s it. Thanks guys.

Damon Hininger

Management

Thanks, Todd.

Operator

Operator

And now, we’ll go to Manav Patnaik from Barclays. Manav Patnaik – Barclays: Hi, good morning, gentlemen. Thank you for all the details on the REIT stuff. Two just follow-up question on the REIT stuff. So one, it seems like, it sounds like that the PLR approval is not necessarily a sort of block in terms of converting on January 1, but could there be any other items per se that could force you to make the decision not to convert in January 1, whether it be board approvals, shareholder approvals, any other items in there that we should think about in terms of not being able to do it January 1?

Damon Hininger

Management

Well, if – so, yes, if you put everything, I guess, with the PLR request and the timing on that, you put that aside, I think it’s, based on our press release, the disclosure we’ve made and our comments, obviously, we’re working towards being prepared for a conversion in 2013. So, we’ve obviously been keeping the board up to date along the way, giving them presentations, getting feedback from them and then obviously, have continued to work with our external advisors on the analysis. But, yeah, we’re taking all the steps internally to get ourselves prepared, and then obviously again, it’ll be in the hands of the IRS on the timing of the ruling. Manav Patnaik – Barclays: Okay, fair enough. And then, you obviously gave a good amount of detail in terms of the E&P and the cost, et cetera. I guess when – I guess around what timeframe, or how do you guys think about when you guys will give us a sense of what the dividend’s going to look like?

Damon Hininger

Management

It would be later. It would be – if we convert, obviously, in 2013, then we’d be talking about sooner rather than later, but it’ll be later. Manav Patnaik – Barclays: Okay. Fair enough. Now moving to – I guess as a follow-up somewhat to the eight state customers that you referenced to, new state customers, rather, maybe it’s one of those eight or maybe it’s completely different, but I was hoping that you could give us an update on, if you’re seeing any traction in terms of other states being interested in selling their facilities, like Ohio did?

Damon Hininger

Management

We are – we have and we are. We have seen other states express interest, and so yeah, we continue to see – think that is a great solution, especially in a tough fiscal environment, to where a state can get – do a transaction, maybe help them fund a budget deficit or maybe a hole they’ve got in their upcoming budget. So we continue to pursue that as a solution for state partners and think there’s a couple states that may be close on exploring that type of solution. Manav Patnaik – Barclays: And I guess, would those decisions also fall under, I guess, how you characterized at the beginning of your call, just them waiting for stuff like the election or the beginning of the fiscal year, those kind of issues to first sort itself out?

Damon Hininger

Management

Yeah, I think that’s exactly right. I think that with the election, and again, all of this has been most focused on the national election, but there was a lot of gubernatorial races around the country. There was a lot of legislative races, there was a lot of local races. So I think anything that government may consider that would have any tinge of controversy, I think most folks, either an existing state portfolio, or existing portfolio or maybe new portfolio opportunity, new potential opportunities, I should say, just saw an opportunity maybe to defer any activity until after the election and get the outcome of those various elections. Manav Patnaik – Barclays: Okay. Fair enough. And my last question is around, you mentioned you guys are obviously closely monitoring sequestration and the fiscal cliff and those issues. Can you maybe give us a little more detail in terms of what exactly it is there that you’re monitoring, which maybe we can do as well? And also what’s the feel, like what’s the worst case that happens and how it might hit you guys?

Damon Hininger

Management

I don’t know if I have any better assessment than what’s been reported in the media, like I said, probably reading the same things you are, Manav, that kind of the general feel is that it’s a worry. People are concerned about it. But there is a general belief that Congress and the president will come together and work out a plan, either to defer it or work out some type of compromise as part of a bigger deal as it relates to the taxes or the fiscal cliff. So I don’t know if I have any additional clarity there, but I do know it’s a worry. I mean, I would say if you kind of rewind maybe three, four months ago and talk to many of our federal partners, most of them said, I know it’s there, I know a it’s potential risk. I’ve done some tabletop exercises on what I would do if it materialized, but nothing more than that, whereas I’d say here in the last month or two, we’re just hearing a little more of, people know it’s obviously coming up very soon or first of next year, so about 60 days away, but everybody’s monitored it very closely. But I would say when you talk to our federal partners, they kind of have the same assessment. They think that it is some type of deal or compromise or deferral will be worked out. Manav Patnaik – Barclays: All right, fair enough. Thanks a lot, guys.

Damon Hininger

Management

Thanks, Manav.

Operator

Operator

Our next question will come from Kevin McVeigh from Macquarie. Kevin McVeigh – Macquarie: Great, thank you. Hey, not to kind of belabor the timing on this, but if we were to get an update, I mean, Damon, it sounded like you said the next update will be on the Q1 call. If for some reason, you were to get the private letter ruling prior to that, I’d imagine you’d update us at that point, correct?

Damon Hininger

Management

Yeah, if we had a material update, obviously, we would do that out to the marketplace. Kevin McVeigh – Macquarie: And then, just the timing on it, as you think about a potential kind of response, do the holidays come into play at some point, in terms of, should we expect something before you get into December or it’s just, it’s too tough to call?

Damon Hininger

Management

I’d say the latter, too tough to call. Kevin McVeigh – Macquarie: Okay, fair enough.

Damon Hininger

Management

This is obviously our first time doing this, but I can’t give you any clarity on that. Kevin McVeigh – Macquarie: Okay and then just, any sense of how the states have reacted to your petition for the REIT and the federal government, as you think about kind of conversations on renewals? Has there been any impact there?

Damon Hininger

Management

Yeah. Absolutely no impact. I mean, as I mentioned in my remarks, I mean, we see this as a non-issue for our customers. And so we’re moving forward with the plan and we obviously proposed a conversion, assuming that it’s a non-event for our customers. So, no concern there. Kevin McVeigh – Macquarie: Okay, thank you.

Operator

Operator

And we’ll now go to Clint Fendley from Davenport. Clint Fendley – Davenport: Thank you, good morning, guys. On the REIT, another question here. I’m wondering, how would the E&P distribution work if you guys didn’t hear from the IRS until sometime in January? Is there not an incentive to pay that at the 2012 tax rate prior to the end of the year?

Damon Hininger

Management

Yeah. So, I guess, a couple of points there. I mean, the typical, as I understand it, kind of distribution is during the kind of first conversion year. You have to do before the end of the first conversion year. So in that case, if we converted January 2013, we’d have to do by end of next year. But, yeah, sitting here today, we don’t have – obviously don’t have any response from the IRS, and being 53 days away from the 1st of the year makes it challenging for us to think about any type of distribution. And the other thing I would note is that we have, and we mentioned this in the press release, we’ve got restrictions in our debt agreement about how much we can pay out. So, obviously, we still have that constraint for the company, even if we wanted to do something, which would be very hard to do. Clint Fendley – Davenport: Okay. Understood. Thank you. And I wondered, have you guys had any additional sit-down meetings with the IRS since your initial meeting earlier this summer?

Damon Hininger

Management

You guys are very persistent today, so we’ve had numerous discussions, well, with the IRS. I’ll leave it at that. Clint Fendley – Davenport: Okay. Thank you. And I guess the last question then, on just the eight new state opportunities that you guys are pursuing, are any of these states considering asset sales as part of their alternatives?

Damon Hininger

Management

The states that we’re looking at, I would say that the first opportunity as we see it and really, it’s the first play in our playbook when we sit down with a potential prospect, is use an existing capacity. And so, I’d say the majority of the states that we’re looking at that I mentioned earlier, we’re looking at proposing solutions of utilizing existing capacity within the CCA system. Again, I would liken a Puerto Rico to that type of profile that we’re looking at, where you’ve got Puerto Rico going back 12 months ago, dealing with some issues within their system growing. And we can provide compelling value with them very quickly from a cost perspective, but also provide an asset very quickly. So I’d say it’s more kind of that profile. Clint Fendley – Davenport: Okay, got it. Thank you.

Damon Hininger

Management

Thank you.

Operator

Operator

Our next question comes from Barry Klein from Macquarie. Barry Klein – Macquarie: Hey. I just wanted to be – following on Kevin’s question, I’m not sure I fully understand the response. Basically, you mentioned in the release that you’d be required to distribute the accumulated E&P by the end of the calendar year preceding the REIT effective date. However, you also said on the call that you could make a retroactive decision after January 1, 2013 for January 1, 2013. So does this mean that you could distribute the E&P prior to the PLR and the decision? So if you’re – if you feel that you’re going to be making that retroactive decision in 2013, you’d really have to decide on paying out the E&P by December 31 this year. Is that correct or am I missing something?

Damon Hininger

Management

Yeah. The E&P, it is very, very likely E&P would be distributed this year, just because like that we’re 53 days away from the 1st of the year and we’re still in a period obviously awaiting a response from the IRS. And, again, we’ve got debt on the books that have restrictions on how much we can pay out. So we still have those restrictions in place. So those would have to be not in place if we were going to do something temporarily from E&P, so hopefully, that gives you more clarity. Barry Klein – Macquarie: So does that then prevent you from a REIT conversion, because in the release, it says tax rules applicable to REIT conversions require you to distribute the E&P before the end of the colander year?

Todd Mullenger

Management

Yes, I can provide some clarification. This is Todd. The amount you have to distribute is calculated through the end of the preceding year. You have until the end of the year in which you make the REIT election to make that distribution. Barry Klein – Macquarie: Got you. So you just have to make the payment during 2013, not before the end of the 2012? Okay.

Todd Mullenger

Management

(Inaudible) like the amount through the end of the preceding year. Barry Klein – Macquarie: Gotcha.

Damon Hininger

Management

Yeah. And as to the last part of your question, I think we say this in the press release. We say, one, that we would obviously have to potentially have additional debt to fund the estimated cash component of the E&P distribution, but also with that, we would also have to refinance to allow us to have the flexibility to not only do the payment, but also do the amount of dividend payment we would have to do post-conversion. So we wouldn’t have those debt restrictions in place. Barry Klein – Macquarie: Okay. And the 80% common stock, what does that – does that impact shareholders at all, I understand the 20% cash. But does that just – that doesn’t really impact that – is that just a book accounting-type thing? That doesn’t really give us anything, right?

Damon Hininger

Management

No, there is actual shares distributed to the shareholders. So think of it as a stock dividend.

Todd Mullenger

Management

Or split.

Damon Hininger

Management

Or split. Barry Klein – Macquarie: Okay. Gotcha.

Damon Hininger

Management

But it is taxable, it is taxable to the shareholders. Barry Klein – Macquarie: Okay. All right. Sounds good. Thanks a lot.

Damon Hininger

Management

Thank you.

Operator

Operator

And we do have a follow-up from Kevin Campbell from Avondale Partners. Kevin Campbell – Avondale Partners: All right. Thanks. I just wanted to ask if there are any sort of shareholder votes that are required, either prior to conversion or post conversion? And what the timing would be on that for getting your proxy out there and having a shareholder meeting, et cetera?

Damon Hininger

Management

Yes. So there would be – as we mentioned in the press release, we would have to have approval to add provisions to the kind of REIT-related ownership restrictions that would have to be incorporated in the company’s charter.

Todd Mullenger

Management

But there is no approval of the REIT conversion required by the shareholders.

Damon Hininger

Management

That would be done by the board. Kevin Campbell – Avondale Partners: So, you could get that approval, what you need from the shareholders, after the fact as well?

Damon Hininger

Management

Yeah. Yes. After we get the ruling, yes. Kevin Campbell – Avondale Partners: Okay. Great. And then, and just so I understand this, again, with this whole retroactive thing, it sounds like you would effectively convert January 1, 2013 without the ruling, hope to get the ruling and then if it comes back positively, you just sort of move forward? Is that right?

Damon Hininger

Management

Yes, yeah. So that’s exactly right. Again, like I said, we’ve got a couple months until the 1st of the year, but if it did go into the early next year, then we’d have that flexibility. Kevin Campbell – Avondale Partners: And if you get back a negative ruling from the IRS, then you just unwind it at that point?

Damon Hininger

Management

Yeah, we just, we would kind of go back to operating as a C-corp. Kevin Campbell – Avondale Partners: Okay. And would you have to have the shareholder – not shareholder vote, I’m sorry, the board would have to approve before January 1, 2013 that actual conversion?

Damon Hininger

Management

No, I think, yeah, if we get the ruling after the 1st of the year and then obviously have it in hand, then the board could take the action and then, like, so we could make an election for a 2013 conversion. Kevin Campbell – Avondale Partners: But you don’t have to do anything December 31 or effective January 1, 2013? You can wait until that ruling – you hear back from the IRS?

Todd Mullenger

Management

Yeah, I’d characterize the actions we need to take as administrative, and some corporate entity reorganization. That all happens internally and, but as a general rule, if we have to unwind them later, there’s really no consequence, material consequence of having to unwind them or any consequence to our implementing them in the first place, if we don’t ultimately get that favorable PLR. Kevin Campbell – Avondale Partners: Okay. So essentially by January 1, you would have all that administrative stuff set up and you would be operating as if you had the conversion, and then get the ruling? And if it’s positive, great, you move forward. And if it’s negative, you can unwind it without any real consequences.

Todd Mullenger

Management

Yeah, that’s correct.

Damon Hininger

Management

That’s what we’re preparing ourselves- Kevin Campbell – Avondale Partners: Okay.

Damon Hininger

Management

To do. Kevin Campbell – Avondale Partners: Thank you very much.

Operator

Operator

And we do have another follow-up from Todd Van Fleet from First Analysis. Todd Van Fleet – First Analysis: Hey, On California, with Prop 36 and understand maybe they’re looking at trying to reclassify – make other reclassifications, I guess, within their inmate populations, have you guys – do you have an understanding, would you have a guess as to how many inmates the state thinks it can reclassify and find some room for, I guess, using that approach?

Damon Hininger

Management

Yeah, so our assessment, and I would say it’s a more of a guess, to your kind of last comment, our guess is, is that’s probably going to affect probably about 2,000, maybe 2,500 inmates, and it wouldn’t be effective immediately. So you wouldn’t necessarily have a mass release today or whenever it was put in place. These inmates would be eligible for a resentencing. So this would be a period of time where they’d have to go back or maybe, I guess, in front of a judge or a court to be resentenced. And so the assessment is, is that it would affect about 2,000 inmates, 2,500 inmates. And if all them were resentenced, then this would be over maybe a two-year, three-year, four-year period. Todd Van Fleet – First Analysis: And that’s with respect to Prop 36 you’re referring, Damon?

Damon Hininger

Management

That’s correct. Yes. Todd Van Fleet – First Analysis: Okay. And is that, are there additional reclassification efforts underway in the state?

Damon Hininger

Management

I don’t believe so, or we’re not aware of. I do know that they had another proposition on the books for getting rid of or abolishing the death penalty, but I’m not aware of any other additional initiatives. Todd Van Fleet – First Analysis: Okay. Thank you.

Damon Hininger

Management

Thanks, Todd.

Operator

Operator

And at this time, we have no further questions in the queue. And I’d like to turn the call back over to Mr. Hininger for any additional or closing remarks.

Damon Hininger

Management

All right. Melissa, thank you so much, and thank you for everyone participating today and for your time and all your great questions. We’re extremely appreciative of your investment in CCA and so, your management team is continued to be focused on opportunities for not only creating more shareholder value, like Project REIT, but also executing on another good quarter and a strong end to the fiscal year. So, thanks again for participating today, and look forward to talking to you early next year.

Operator

Operator

And that does conclude our conference for today. Thank you for your participation.