Corrections Corporation of America's CEO Discusses Q2 2012 Results - Earnings Call Transcript

| About: Corrections Corporation (CXW)

Corrections Corporation of America (NYSE:CXW)

Q2 2012 Earnings Call

August 9, 2012 11:00 am ET

Executives

Damon T. Hininger – President and Chief Executive Officer

Todd J. Mullenger – Chief Financial Officer and Executive Vice President

Analysts

Kevin S. Campbell – Avondale Partners LLC

Todd Van Fleet – First Analysis Securities Corp.

Tobey Sommer – Suntrust Robinson Humphrey

Manav Shiv Patnaik – Barclays Capital, Inc.

Kevin McVeigh – Macquarie

Operator

Good morning everyone, and welcome to CCA Second 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 the 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 discussions 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 maybe 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 would now like to turn the call over to Mr. Hininger. Please go ahead, sir.

Damon T. Hininger

Thank you, Melisa, and good morning and thank you all for joining our call today. With me today is our Chairman, John Ferguson, and CFO, Todd Mullenger. And also joining us is our Chief Corrections Officer, Harley Lappin and our VP of Finance, David Garfinkle.

In a few minutes, Todd will take you through the numbers for the quarter. Then I’ll discuss the marketplace and also give an update on private REITs, after which we look forward to taking your questions.

First though, let me make some comments on the past quarter. First, we had strong cash flow performance for the quarter with FFO near $54 million and reported $0.38 in adjusted EPS.

We also had a very significant couple of contract wins this past quarter with Idaho and Oklahoma, the two brand new contracts that obviously utilize up to 1,000 beds of existing capacity in our system. Now, Oklahoma is already ramping up into our Cimarron facility, and we expect the ramp up of Idaho to start this month. And we think that these win show again the value of our existing beds which are just-in-time.

So with these two contracts, in addition to our Puerto Rico contract that we got awarded earlier this year, again showed that our existing capacity being very attractive to customers as they grow. And also, we just had a recent development were another customer has come out with the procurement with the Bureau of Prisons looking for 1,000 beds in existing capacity.

We also know two other jurisdictions that are looking for up to a 1,000 beds in existing facilities and we think these procurements could be out the next 6 months to 12 months.

We're also very excited that we’ve kicked off officially our dividend program and we paid our first dividend of $0.20 on June 22. And also with our Cimarron facility ramping up with Puerto Rico and then also, Jenkins facility in Georgia ramping up with the State of Georgia inmates, both of those have ramped up nicely during the four months and both contracts are virtually full today.

On the cost control side, we continue to focus on cost and efficiency as we've announced in our press release, but we did had some noise in the quarter as it relates to activation of our Jenkins and ramp up at Puerto Rico. Also quarter-over-quarter was impacted by salary increases that we had implemented last year.

Look here in a second, I’m going to turn the call over to Todd, but before I do, I would like to thank all of you for the outpouring support you’d given me and the company after we lost one of our team members back in May at our Adams County facility. I visited the facility again this past week and I am so proud of the team there, as we moved forward from this tragic loss.

With that, let me turn it over to Todd.

Todd J. Mullenger

Thank you, Damon, and good morning, everyone. In the second quarter of 2012 we generated $0.38 of adjusted EPS excluding the costs associated with our repayment of senior notes and the re-feasibility study. Funds from operations or FFO totaled $0.55 per share while adjusted funds from operations or AFFO totaled $0.43 per share. As a reminder FFO and AFFO per share are always below average in Q2 due to the fact that nearly 100% of the estimated income tax payments for the first half of the year are made in Q2. FFO per share for the first half of the year totaled $1.37.

Year-over-year in the quarter we saw revenues increased by $13 million driven largely by increases in per diem, the assumption of operations in our Lake Erie, Ohio facility, activation of the Jenkins County, Georgia facility, intake of Puerto Rico inmates at Cimarron, partially offset by declines in populations in our Colorado and CTF facilities. While revenues increased $13 million, we experienced a slight decline year-over-year in net income, largely the result of startup of our Jenkins facility and ramp up of Puerto Rico populations at Cimarron, a decline in populations at our Coffee and Wheeler, Georgia facilities, which were impacted by the opening of Jenkins, increases in wages and benefits expenses and declines in populations at our Colorado and CTF facilities.

Moving next to discussion of our guidance, as indicated in the press release full year EPS guidance is in the range of $1.53 to $1.57. Guidance for Q3 is in the range of $0.39 to $0.41. Full year FFO guidance per share is in the range of $2.86 to $2.91, while FFO guidance for the full year is in the range of $2.31 to $2.41. Our guidance excludes any expenses that will be incurred to pursuit a REIT conversion.

The increase in adjusted EPS from $0.38 in Q2 to a range of $0.39 to $0.41 in Q3 is related primarily to increases in earnings from the normalization of Georgia populations at Jenkins; Puerto Rico and Oklahoma populations at Cimarron; Idaho populations in Kit Carson; partially offset by a reduction in California populations at our North Fork facility.

Our U.S. Marshals populations are key flex point in our guidance. We have seen some variability in those populations during the first half of the year and could experience variability in the second half. A small movement up or down from the range of populations assumed could have a meaningful impact on actual earnings as these populations are largely at facilities that are operating at full capacity where the incremental margins are very high.

General and administrative expenses for 2012 should approximate 5% of revenues excluding costs for the REIT feasibility study. Depreciation and amortization expense is forecasted approximately $115 million for the full year.

Finally, we anticipate that a formal declaration of a $0.20 per share dividend will be made at the upcoming Board meeting next week to paid in September.

I will now turn it back to Damon.

Damon T. Hininger

Thanks so much Todd. Now for our market assessment and a strategic REIT update. Let me just first make a couple of global comments about the business. All of you are reading the same headlines like I’m, which are saying that there is obviously fear of another economic slowdown, turmoil in Europe and fiscal tax and election uncertainty here in the United States, and just like rest of corporate America this continue to keep us cautions and what the near-term look like for us.

Additionally, as you may have read the recent report that was released in the past few weeks that was from the state budget prices task force. There was a greater story in this past weekend in The Wall Street Journal titled Coming to a State Near You, they give a gloomy summary of the issues that are facing the states.

Notably, saying that Medicaid is now the largest part of state budgets and forecast to grow by 8% annually over the next decade, and also increasing burdens the states are feeling from pension and retiree health benefit obligations. As this made great volatility for all of us in the near-term, we think for us in the mid to long term integrated solutions like Ohio, we did the Lake Erie transaction or the new Jenkins Georgia facility are going to be more attractive as states grapple with (inaudible) budgets.

Let me now shift gears and talk a little bit about our state book of business and first to say that for this new fiscal year that started on July 1, no new meaningful new capacity has been founded except for some bed at Arizona and California. And this would be the third consecutive year of minimal appropriation for new state prison capacity.

We’ve also seen a year of our existing state customers grow in the past 12 months, at a combined total of 5,700 inmates, an example of one of these is at Idaho. Idaho has grown by 400 this past year and as reported earlier, it did a recent procurement in contract was also do with that growth.

And looking forward, our 10 state customers, where we provide owned and managed solutions and this is excluding California they are expecting a best shortfall by 10,000 inmate over the next five years. We’re also pursing eight new state prospects with their projected over crowding and the next five years to be just over 14,000 inmates.

I want to talk here a minute about California, but just let me say that as it relates to our remaining state customers, and their budgets all of our state partners have completed and passed their respective budgets.

And I want to report that we had about a half a dozen that gave us increases starting on July 1, and we didn't have any per diem reduction request this past spring. And one encouraging development, we had one existing state customer; who did implement a meaningful partial risk restoration of our per diem effective on July 1. I won’t indicate who the customer was, but the reduction we incurred a few years ago was probably the most significant one in our state portfolio.

And they now move over to the federal book of business and talk first about the federal budget. The President’s request for our three federal customers is largely in line with the fiscal year 2012 enacted levels. Now there has been some activity this summer in both chambers that I think it is safe to say that a final budget likely will not be completed until after the November elections.

We are hearing that a continuing resolution, maybe as long as six months could be passed in September to allow enough time to take this up after the election. And we are also watching the possibility of sequestration which potentially could go in place from the first of the year, I don’t have any new information to report on this, but also we're watching very closely, and again we think this will be something that will be dealt with after the November election.

Also to note that there was no new funding for new BOP beds in President Obama's budget, and is requesting funding for 1,000 new contact beds, and in fact this is the funding that's being used for this new contract procurement that was released last week.

And likely going forward for the BOP, no new capacity is being appropriated. I’ll give you a little bit of context on this significant events. Nearly $4 billion of appropriations in last 10 years for new BOP capacity, that we don't see any capacity coming online for the next five to eight years for the Bureau of Prisons. And as a reminder, this is the largest system in the country with 218,000 inmates and are projected to growth on a rate of 4,000 to 6,000 a year and have a unmet bed demand in the six years of 26,000.

Let me now move over to significant pending procurements and the first of which is Arizona and the requirement for new beds owned and operated in state. Arizona released a procurement earlier this year for contractor owned and contractor operated up to 1,000 beds in state facility. Proposals were due on March 6 and we anticipate an award by September 1. We also still anticipate a start date in early 2014.

To New Hampshire, they released a series of procurements late last year, the primary one being for a new 1,550 bed in state facility. Proposals were due on February 24, and we anticipate an award no sooner than the fourth quarter. We also anticipate a start date in 2015.

To the BOP, which I gave a little bit of detail earlier, on August 1, they released a procurement for contractor owned and operated 1,000 bed facilities that must be ready to accept inmates within 150 days of award no later than September 1, 2013. This is a CAR solicitation, so it has very similar requirements that the BOP has done in the past. Proposals are due on September 18, and based on their timeline, we think an award will be likely in the first quarter of next year.

And finally, to Harris County Texas, which is Houston of course. They issued an RFP in June of last year, under which the county is seeking proposals for the management of the entire Harris County jail system of approximately 9,000 beds. We understand it currently costs the County more than $200 million per year to operate their jail systems. We submitted a best and final offers this past week and we think the county could act on this sometime later this summer or early fall.

Now, a brief update on a couple of topics relative to California. As a reminder, the state and CDCR released a report titled The Future of California Corrections in April. This is a proposal that will have many stakeholders that will have to weigh in. The legislature, the Plaintiff Council on the Federal Court case, the court appointed federal medical receiver, and of course the Federal Court. The plan’s effectiveness and impact on CCA’s California population in contingent on several key provisions; first, the state realignment plan secures long-term funding, and results in continued declines in the state’s inmate population.

Second, the state completes in state prison correction projects, and finally, the most notable, the assumption that the state is successful in convincing the Federal Court to raise the capacity limit of their 33 facilities from 137.5% to 145%. The plan noted that if the court did not raise the cap that quote alternatives such as continuing to house inmates out of state will have to be considered.

So what in next? So some of the key milestones that were watching very closely and one of which has already happened, that is as predicted by us back in May, the state passed funding bill for this fiscal year that is consistent with the plan. The good news for us is that, we now know what the next 11 months look like for us in our contract.

The second significant milestone is the action by the court. And we think the plaintiffs in the case could be pushing for actions sooner rather than later, but the timing is uncertain. I will note though that just this past Friday, the court released an order to the state asking more questions on the potential request. There is some activity by the court as we speak on this potential issue.

And finally, the Schools and Local Public Safety Act of 2012 tax increase that will be on the ballot in November. This is the long-term funding vehicle for realignment. It is currently falling just over 50% support state wise.

Counties are obviously watching this closely not only for the funding, but also securities that the funding will be there long term, so they could possibly do jail expansions or enter into agreements for bed space. What we do know at this time that both the state and legislative analyst’s office has said publicly, that all key provisions must be effective to meet the court order count. If certain provisions are not effective, then alternatives such as continued to house inmate out of state will have to be considered.

Now, I’d like to provide an update regarding our ongoing analysis of the feasibility and potential benefits converting into a real state investment trust or REIT. As you may recall on our last earnings call, we discussed how following a review with the Board of various REIT structures, the management team with support of the Board initiated a project to do a deeper dive into conversion to a REIT making use of a Taxable REIT subsidiary, or TRS.

Under this structure, we would own our own properties to the real estate investment trusts and provide incarcerated related services through a subsidiary of the real estate investment trust that would be treated as a Taxable REIT subsidiary. While there is more work to be done, both in working with the Internal Revenue Service and also in fully analyzing the business issues, our preliminary conclusion is that a conversion to a REIT using a TRS for the provision of services would provide numerous benefits to CCA, assuming it could be done properly implemented.

Accordingly the management team is looking forward to recently file a request with the IRS for a private letter ruling with respect to our possible implementation of the REIT structure.

As we said in our last call, we believe a conversion to a REIT is essential to lower our cost to capital drawing a larger base of potential shareholders, provide greater flexibility to pursue growth opportunities post-conversion, and create a more efficient operating structure.

Importantly, under this structure, we would not need to divide the Company into an independent REIT and an independent operating company. This would also enable us to maintain the strategic alignment of our key operating divisions.

Accordingly, we believe that this structure would not adversely impact our business or our vital relations with the government customers. It is important to note that our business involves providing significant facilities and performing essential services for our government customers. And as always we will take every step to ensure we satisfy our responsibilities in a professional and efficient manner.

Since our last earnings call, our advisors have had a number of discussions including an in-person meeting with representatives of the Internal Revenue Service to discuss our proposed REIT structure. Those discussions were informative and as mentioned earlier led us to move forward with our request for a private letter ruling. While we believe there is a sound legal basis for the IRS to grant the ruling we have requested, there can be no assurances the IRS will issue a favorable ruling. There is no specific schedule for the IRS to respond to a request for a private letter ruling.

As you may know, a REIT election applies on an annual basis and cannot be made for a portion of a taxable year. For CCA, that means any REIT election will be need to be effective January 1. We intend to work with the IRS and continue our own analysis of the benefits of a REIT conversion as quickly as we can and we believe that if everything lines up an election to become a REIT for 2013 calendar year remains a possibility. However, this is a complex process and the precise timing and outcome of the process are still uncertain.

Now I know you may some questions about the potential REIT conversion, but let me say that we have reached a significant milestone with our filing and we have more steps in this journey. So beyond what I have just stated I would be limited to what I could say on this subject and this is especially true regarding the ongoing dialog we are having with the IRS.

Having said all that, as we provided on our last call, we have assembled a strong team of advisors for this project, including Latham & Watkins, Ernst & Young and JPMorgan as well as our corporate counsel Bass Berry. I want to assure you that we are and have been proceeding as quickly as possible to reach a favorable conclusion. We expect that our next update on this important initiative will be on our third quarter earnings call. With regards to our near-term capital strategy, as you know, the Company in the past has deployed its cash primarily on speculative capacity, build-to-suit opportunities and facility acquisitions.

We are still holding off on new spec capacity and aggressively pursuing build-to-suit opportunities and also facility acquisition opportunities, like New Hampshire and Ohio. But now with the dividend program fully in place, we will now allocate a third of our AFFO towards our dividend and the remaining towards organic growth. Any unused cash not used for these two the dividend and growth CapEx may be used for debt repayments.

So let me bring to close my comments and make these final points. Obviously we are very excited about some of the contract wins we had this summer with Idaho and also with Oklahoma and obviously looking forward the opportunities with the BOP. Again these are partners that are looking at existing capacity where we think we have got some very competitive and attractive solutions for them. Also in our steps to create more shareholder value we have the dividend program now firmly in place. Then the last is obviously we have taken a meaningful step on our opportunity to create even more shareholder value which is the progress we just reported on our Project REIT.

So that concludes my prepared remarks. Thank you again for calling in today's conference. Let me now turn it over to Melissa for Q&A.

Question-and-Answer Session

Operator

(Operator Instructions) And our first question will come from Kevin Campbell from Avondale Partners.

Kevin S. Campbell – Avondale Partners LLC

Good morning. Congratulations on a good quarter and more importantly for taking the right steps to create shareholder value. Let me ask you just real quickly, Damon, you mentioned the two other jurisdictions that are looking at an additional 1,000 beds each. I can understand you’re not able to give the names of those customers, but can you at least maybe provide some color, are these states or jurisdictions that already use the private sector, or would they be looking at it for the first time?

Damon T. Hininger

This would be jurisdictions that we’d be looking at it for the first time, as we understand it.

Kevin S. Campbell – Avondale Partners LLC

Great, and as it relates to the pipeline, in the last couple of 6, 9, 12 months, you’ve talked about ICE and the opportunity there in South Florida, Chicago, San Francisco, and things have changed there, so maybe you can provide us with a little bit of an update on what’s happening in those markets and if you think ICE is still interested in beds or if that’s totally off the table at this point?

Damon T. Hininger

Yeah, good question, so ICE, as you know, they have not been growing in detention capacity nation-wide, but they have been attracted to opportunities to consolidate and create more efficiencies by having their population and centralized location where they could use assets like immigration courts and other workers within the Federal government to help support the process as they move through the system. And as really I think we could provide Florida and Chicago and even California, I guess, a year ago when they were looking at something maybe at northern part of the state, that's what they were looking at with these type of solutions.

So I think our best assessment is to step back, take another look at these potential areas and seeing if there is an opportunity to provide those types of solutions. I think they will probably do this towards the – for now towards the end of the year and I think probably after the first year, they kind of reassess and see if they still have a need for those type of solutions in those areas.

Kevin S. Campbell – Avondale Partners LLC

Okay. That’s helpful. And Todd, maybe if you could talk a little a bit about guidance especially sort of – it looked like you are implying an acceleration of expectations for fourth quarter relative to the third. So you talked about 2Q to 3Q, maybe you can give us some color as to what we should expect to drive growth in the fourth quarter as well?

Todd J. Mullenger

Sure Kevin. So from Q3 to Q4 it's primarily going to be the normalization of the increase in Idaho and Oklahoma inmates, with the potential for increases in U.S. Marshal inmates.

Kevin S. Campbell – Avondale Partners LLC

Okay. And One of the things I wanted ask about the TRS is, your senior notes and the restrictions that you have on dividend payments there and maybe you can talk about ways that you can address that or get around that issue with those senior notes.

Todd J. Mullenger

Yes. A lot of work is still to be done, Kevin. We obviously did a lot of work during the summer obviously to lead to this point and getting the FEDs into the IRS for the Private Letter Ruling, so that will be one of the things on the list as we go into the early fall months. We've set that along with some of the other items that we'll have to consider with the possible conversions.

Kevin S. Campbell – Avondale Partners LLC

Is there anything specifically with that matter and the dividend payment that gives you cause for concern or is that something you think you can address?

Damon T. Hininger

Well, it's just something, yeah we'll just have to assess as we get later in the year. I said our focus has been here during the several months on the request of the IRS, so that will be one of many things on the list that we will look at as we consider potential conversions.

Todd J. Mullenger

But it is addressable.

Kevin S. Campbell – Avondale Partners LLC

Okay, perfect. Thank you very much.

Operator

Well, next we will go to Todd Van Fleet from First Analysis.

Todd Van Fleet – First Analysis Securities Corp.

Hi, guys. I want to get a little bit more insight into this preliminary meeting that was I guess you had between your advisors and the IRS. What happens in that meeting, is it they state their views as your advisors give their view of the world and see if the IRS has an allergic reaction before you decide to move forward with issuing of private letter ruling, what happens in that meeting?

Damon T. Hininger

Yeah, Todd, good morning it’s Damon. Good try, I think that's getting a little into kind of the back-and-forth with the IRS, but it is – I would say that media is a pretty standard practice when companies look at essential conversion, they allow for in-phase meeting, allow for some conversations leading up to a potential submittal of a private letter ruling.

Todd Van Fleet – First Analysis Securities Corp.

Okay, do they give you or did you get any indications that this being an election year with the possibility of quite a few things changing beyond 2012 with respect to tax policy and so forth. Did you get a sense as to how much the IRS or the agency was willing to kind of have on this plate at this point this year or no?

Damon T. Hininger

Yeah, that’s our sense, IRS is very straightforward process looking at these type of conversions. So, I think that kind of the outside world doesn’t necessary come into play. I mean, I can't speak with any authority on that, but this is an agency that does these type of things from time-to-time regardless of what's going on with the national environment of election, so it's a pretty straightforward process.

Todd Van Fleet – First Analysis Securities Corp.

Okay, and then, I guess more on the fundamentals. So a lot of moving parts and pieces I think it sounds in the pipeline, so could you just remind me just quick like what are the pieces of business that could hit in terms of there being an announcement before the end of this year, kind of obviously run through your own mental checklist.

Damon T. Hininger

Well, missing Arizona and so we think by the end of this month, we could have announcement on that. I mentioned also Harris County. We think there is possibility that they will do this summer, early fall, making out an announcement. There is a chance New Hampshire maybe acts in the fourth quarter and as I alluded to earlier we’ve got some other jurisdictions that are looking at essential existing bed phase, we could have one or both of them looking – not only looking, but potentially acting on capacity reporting in the year.

Todd Van Fleet – First Analysis Securities Corp.

And also the three that haven’t been using the private sector previously?

Damon T. Hininger

Yes, it's two.

Todd Van Fleet – First Analysis Securities Corp.

Two.

Damon T. Hininger

Yeah.

Todd Van Fleet – First Analysis Securities Corp.

Okay. Okay, I think that’s it for the moment. Thanks.

Damon T. Hininger

Thanks, Todd.

Operator

We will now go to Tobey Sommer from Suntrust.

Tobey Sommer – Suntrust Robinson Humphrey

Thank you. Could you comment on the timing of when you ask for the PLR?

Damon T. Hininger

We requested it last month, last half of last month.

Tobey Sommer – Suntrust Robinson Humphrey

Thanks. When you hear from the IRS another multiple scenario that could play out, but if the conversion happens after January 1, isn’t there some wiggle room as long as you've been compliant, since the beginning of the year?

Damon T. Hininger

Yeah, we are – I think that's a possibility, like we are sort of five months away and like that we have submitted our request last month. So that will be obviously something that will come more to light as we get further down the process and continue the dialog with IRS.

Tobey Sommer – SunTrust Robinson Humphrey

Okay. Are you working the administrative and financial aspects of a conversion in parallel to the process with the IRS, so as to compress the timeline to the extent you're able to do so?

Damon T. Hininger

That’s correct, there’s been a lot of work here in the summer leading up to this point. I think, I’m giving Todd and David off until about 1 o’clock this afternoon and then they’ll start the process on all the additional work. So yeah, you’ll have two parallel tracks, you’ll have discussion with IRS and a dialog and we’ll see how that plays out during the fall and internal work with the external advisors will continue on a parallel path.

Tobey Sommer – SunTrust Robinson Humphrey

The two jurisdictions that you referenced, are those likely to be seeking out existing capacity as opposed to build to suit?

Damon T. Hininger

That’s correct.

Tobey Sommer – SunTrust Robinson Humphrey

So it’s possible that if the decision comes on those, those could actually have a financial impact as opposed to just a headline impact for a future financial period?

Damon T. Hininger

That’s true, yeah. Obviously we’re in August, so as every day goes by, it’s going to be less impactful for 2012, but yeah, both these agencies are looking at existing capacity.

Tobey Sommer – SunTrust Robinson Humphrey

Then my last question is kind of a broader one relative to state and potential local customers. Are you feeling like there is a bottoming process? You talked about better rates coming from some customers which could be one time, and then maybe any pressure from local municipalities and counties back towards the states that may be using them as an outlet to relieve pressure in their systems? Thanks.

Damon T. Hininger

I guess a couple of comments, so I mentioned earlier, we’re seeing the states have to go through a very challenging period for a couple of reasons as I mentioned earlier with the exploding growth of Medicaid within respected budgets and also with pension and healthcare liabilities.

But also, I think we've talked about on this call, there has been basically a period where they have come to the end on the funds that they received at the federal levels to help bridge this gap on some of their budgets.

Basically you had some very, very significant infusion of funds from the federal into the state budgets that helped them bridge the gap, but basically that's going to run its course, but I think you have this short period of time, where they're still grappling pretty significantly balancing their budgets and get you a period of time.

We are though encouraged regarding some significant developments. We've now had some new contracts with Oklahoma expanding, a new Idaho contract and also given few podium increases, but we are again still cautious that near-term still producing volatility, but we think the mid to long-term is favorable, because as states deal with this growth especially with Medicaid and some of these other budget line items, we think innovative solutions that we've been able to provide with existing partners are going to resonate more and more.

Tobey Sommer – SunTrust Robinson Humphrey

Thank you very much

Damon T. Hininger

Thank you

Operator

Our next question comes from Manav Patnaik from Barclays

Manav Shiv Patnaik – Barclays Capital, Inc.

Hey, good morning, everybody. Firstly, congratulations on your first dividend and for getting the PLR filed.

Damon T. Hininger

Did you see the mail?

Manav Shiv Patnaik – Barclays Capital, Inc.

Yes, I did it was a huge package. I'll get through all of it. But, I guess the one question I have on the PLR was, I guess, I thought filing a PLR would be noteworthy enough event for you guys to put out in the press release before and I mean, when you get a small contract, you do it. I just wanted to see, I guess what we should expect going forward in terms of when you do get the approval back and forth, how you would do this?

Damon T. Hininger

Yes, so we've hit a milestone through this process. So, in the coming days and weeks obviously as I mentioned earlier, we'll continue the work internally with our external advisors. We’ve got a great team, we're working on this projects and then we will continue the dialog with IRS.

So, as we get further along the process and we assess as appropriate what we share and how it shows up with the marketplace like I said earlier, our anticipation is that our next meaningful update will be in the third quarter call, but obviously in the coming days and week we'll assess as appropriate.

Manav Shiv Patnaik – Barclays Capital, Inc.

Okay, fair enough. And then I guess, clearly the markets and all of us are talking about the REIT stuff. I was just curious, if any of your customers in the discussions have seen it in the headlines, have you guys proactively talked to them about it and if there is any feedback from those discussions?

Damon T. Hininger

When we went into this process, as I mentioned earlier, we thought this really is a kind of a non-event for our customers. We see this as an opportunity to do this type of conversion to get to more of a efficient corporate operating structure, and again with the hope and expectation to be a non-event for our customers.

Although I will say, as I mentioned earlier, the hope and expectation is that this would be – if we do this an event where we could be a lot more competitive on future procurements, provide a lot of value to our partners, obviously with a lower cost of capital. So from that perspective, we think it would provide a opportunity for us to be probably more competitive to provide some more very attractive solutions to our government partners.

Manav Shiv Patnaik – Barclays Capital, Inc.

Got it. And then, one final question on the pricing on the owned and managed side. So for the last few quarters, I guess it's been at that 67.2 level. Now that it is going into the second half of the year with the cycle towards the next budget years, is there any reason with that into account or even considering maybe some mixed shift that that number should change one way or the other?

Todd J. Mullenger

Yes, so we tried to – I guess in the last 24month, 36 months to give updates on kind of how we’re seeing the upcoming legislative session and then I also gave kind of my in the session report a few minutes ago with all the enacted budget. So I would say it's a little early to give any predictions for the spring since we are a long ways away from that point of time. But as I’d say in December, we will give, or in November, we have an update and give a little bit of a forecast. I think that the trend is very modest, but it's mean – or let's say somewhat positive where you had obviously three years, you had some significant reductions from the state partners. As were to this year, we’ve got part of increases, no reductions, and we did have – I actually didn’t disclose the state, but we did have one state restore, similar for the end of day reduced a couple of years ago. So it's been somewhat modestly positive that you can even moderate it very closely and give an update in November.

Manav Patnaik – Barclays Capital

All right, great. Thanks a lot guys and congrats again.

Todd J. Mullenger

Thank you, Manav.

Operator

We’ll next go to Kevin McVeigh with Macquarie.

Kevin McVeigh – Macquarie

Great, thank you. Damon, any sense of and I know it’s still early to, what a pro forma dividend would look like, if in fact you are successful with the conversion?

Damon T. Hininger

You trying to build your model there?

Kevin McVeigh – Macquarie Capital

Try to get the answer.

Damon T. Hininger

No clarity on that today. I've said that's one way to do for us in going into the fall months. So I can’t provide anything for you today on that.

Kevin McVeigh – Macquarie Capital

Okay. And then just, in terms of just – as we think about utilization in the back half of the year, how are we thinking about that for a success with some of these wins? Then just in terms of California, the November ballot would that impact the contracted all this year, if they are in fact they are successful pretty well funded?

Damon T. Hininger

Yeah. I think the contract would be okay. Obviously we watched it closely, but I think the contract would be okay. I think our sense is on the ballot initiative, is it just – if it doesn’t pass maybe adds another layer of complexity for the state on how to think about how to comply with the federal court order. So that’s due to (inaudible) California. First part of your question was asking about utilization for the rest of the year?

Kevin McVeigh – Macquarie Capital

Yes.

Damon T. Hininger

I think Todd answered that a little bit earlier, as we had the ramp-up earlier this year with Jenkins and Puerto Rico, so we saw a lot of that activity in the kind of late first quarter, second quarter and then, we also continue to monitor closely as Todd said earlier about the Marshal populations, but everything else I think is relatively stable, I think we virtually have reached the contract amounts on both Jenkins and also on Puerto Rico.

Kevin McVeigh – Macquarie Capital

Super. Thank you.

Damon T. Hininger

Thank you.

Operator

And we have a follow-up from Tobey Sommer from SunTrust.

Tobey Sommer – SunTrust Robinson Humphrey

Thank you. Could you give us some more color as to the potential for U.S. Marshal populations boosting 4Q?

Damon T. Hininger

That’s a population we are watching closely, as I mentioned earlier and gave a pretty good amount of color in our May call. We did see some volatility with the population late last year, early this year for a couple of different reasons, one of which was the sentencing change that the BOP implemented that opened up capacity within their system, and then also kind of the traditional slowdown you see a little bit during the December and January winter months.

So they’ve grown, they still have some capacity that they’re moving the population from their beds over to the BOP, most notably in Texas, but it’s something we watch very closely. Also we’ve had some very unique situations here in the last 24 months with some ups and downs in the Southwest, but it’s been a little more modest this year than I'd say kind of where you've seen those routes going in the last two years.

Tobey Sommer – SunTrust Robinson Humphrey

Are you having any discussions in interest being expressed on the part of any local agencies in California that are maybe struggling with the growth in inmates that they are expected to have?

Damon T. Hininger

Yeah, we are looking at that very closely, because that is obviously a potential key area that maybe constrained with this realignment program. So, as I mentioned earlier, you've got realignment, you've got these populations going to local levels and the locals, as we understand it, are watching closely this ballot initiative in November, because this would be a funding vehicle to help them offset the costs that they would incur with this increased population.

So, our sense is that they're doing a little bit of wait and see, they are doing all they can right now, because obviously it would be an impact today on these higher populations, but they are watching closely what happens in the fall to see, if they get their funding that may then trigger them to either do some expansions within their system, which obviously would be to take some time to do or maybe enter into contracts to use that space with another provider. So, we are watching it very closely, monitoring and interacting with the local government as appropriate and I think later this year, then we'll get little clarity on what steps then they may take to deal with these higher populations.

Tobey Sommer – SunTrust Robinson Humphrey

Okay. My last question has to do with the per diem increases you've received. Are those accompanied by a restoration of services that may have been eliminated while the per diems were under pressure or somehow accompanied by new incremental services and costs associated with them?

Damon T. Hininger

It's a little bit of both. Those two in addition to – maybe it's just a restoration, maybe as a reduction in past. So it could a little bit of both or all three, either restoration of a service, maybe an increase, because of an increased service they want or just to restore the rate to a level comparable to what they reduced a couple of years ago.

Tobey Sommer – SunTrust Robinson Humphrey

Okay. Thank you very much for the color.

Damon T. Hininger

You bet.

Operator

And we do have another follow-up question from Todd Van Fleet from First Analysis.

Todd Van Fleet – First Analysis Securities Corp.

Sorry it has been answered. Thanks.

Damon T. Hininger

Thanks Todd.

Operator

And at this time we have no further questions in the queue.

Damon T. Hininger

Thanks again, Melissa, and thank you so much for calling in today's conference. I really appreciate your time and also your participation today and more importantly we thank you for the investment in CCA. As always our management team is focused on executing on another good quarter and strong year and we look forward to reporting our progress next quarter. So, thank you so much.

Operator

That does conclude our conference call today. Thank you for your participation.

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