Welcome to the Ryman Hospitality Properties Fourth Quarter 2013 Earnings Conference Call. Hosting the call today from Ryman Hospitality Properties are Mr. Colin Reed, Chairman and Chief Executive Officer; Mr. Mark Fioravanti, Executive Vice President and Chief Financial Officer; Mr. Patrick Chaffin, Senior Vice President of Asset Management; and Mr. Scott Lynn, Senior Vice President and General Counsel. This call will be available for digital replay. The number is (800) 585-8367 and the conference ID number is 35050806. [Operator Instructions] It is now my pleasure to turn the floor over to Mr. Scott Lynn. Sir, you may begin

Good morning. Thank you for joining us. This call may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the company's expected future financial performance. Any statements we make today that are not statements of historical fact may be deemed to be forward-looking statements. Words such as believes, expects or similar ones are intended to identify these statements, which may be affected by many factors, including those listed in the company's SEC filings and in today's earnings release. As a result, the company's actual results may differ materially from the results we discuss or project today. We will not publicly update any forward-looking statements whether as a result of new information, future events or any other reason. We will also discuss non-GAAP financial measures today. We reconcile each non-GAAP measure to the most comparable GAAP financial measure in an exhibit to today's earnings release. I will now turn the call over to the Colin.

Thanks, Scott. Good morning, everyone, and thank you for joining us on the call today. I will begin by looking back over the fourth quarter and discussing the events that drove our hotel revenue and profitability results, which capped a very challenging year for our hotel business. Then I will provide you an update on our collective efforts with Marriott, our manager, to move past the transition challenges that characterized this past year. Most importantly, I'll talk about the encouraging trends we are seeing in our hotel business as we enter 2014. I would also like to share with you the positive momentum we're seeing in our Attractions business, and my perception of the drivers behind it, as well as the long-term implications for our company. Now let's discuss the fourth quarter. As you can see from our results, the fourth quarter did not finish as we had initially expected. But I think it is very important for you to understand the events that occurred during the quarter that drove our performance. And when we last spoke with you, the quarter was shaping up nicely. October, November, group performance was solid and we -- and was primarily being driven by strong group performance and growth in banquets. Revenue growth outside the room is always an encouraging sign that group business is strengthening. In addition, we saw improvements in attrition and cancellation levels and solid group sales production. And it was clear that momentum was building in the group segment of our business. Furthermore, transient performance was shaping up nicely, adding into the holidays. Those of you who have followed our company for some time know that our hotels rely primarily on regional transient business on weekends during the holiday season. Despite the fact that Thanksgiving fell later in the year…

Thank you, Colin. Good morning, everyone. I'll spend a few minutes quickly reviewing the financial highlights for the quarter, touch on the balance sheet and then quickly review the 2014 guidance. For the fourth quarter, Ryman Hospitality Properties total revenue was flat at $266.1 million compared to the total revenue in the prior year quarter. For the full year 2013, total revenue decreased 3.2% to $954.6 million compared to total revenue for the full year 2012 of $986.6 million. During the quarter, the company generated net income available to common shareholders of $30.2 million or $0.48 per fully diluted share. This includes the impact of $800,000 in pre-tax expenses related to the company's conversion to a real estate investment trust. For the full year 2013, net income available to common shareholders was $118.4 million or $2.22 per fully diluted share. The impact for the full year of REIT conversion costs was $22.2 million. For the quarter, the company generated adjusted EBITDA of $69.5 million and $59 million -- and $59.9 million in adjusted funds from operation or AFFO per fully diluted share of $0.94. AFFO, excluding REIT conversion costs, was $58.1 million in the quarter or $0.93 per fully diluted share. For the full year, the company generated adjusted EBITDA of $248.3 million and $174.8 million in AFFO or AFFO per share -- per fully diluted share of $2.78. Adjusted or AFFO, excluding REIT conversion costs for the full year 2013, was $190.2 million compared to $129.8 million for the full year 2012 or $3.03 per fully diluted share. It's important to remember that the GAAP fully diluted share calculations do not consider the anti-dilutive effects of the company's purchase call options associated with our convertible notes. And as a reminder, the dilution mechanics for the convertible notes, purchase call…

Mark, thank you. Ton of information here rather than us talk more, so let's open the line, Jackie, up for questions, please.

[Operator Instructions] Our first question comes from the line of Amit Kapoor with Gabelli & Company.

Colin, in light of the positive outlook for 2014, can you refresh for us your capital allocation clarity? And then I have a second question.

Yes, sure. In terms of capital allocation, you've seen the guidance in terms of AFFO. You can compute the multiple on our current stock price. We will be using for the foreseeable future free cash flow to return capital to the shareholders, either through dividends or stock buyback or early redemption of the converts. That's the way we are going to be focused on capital.

And then multiple companies have talked about -- positively about the transaction market getting deeper and potentially private equity and [indiscernible] firms being more interested in assets. Can you give us your perspective on the asset transaction market and where you see multiple trending?

Yes. I mean, look, we -- a lot of stuff crosses our decks and it seems like quality real estate is priced, particularly in the upper upscale, and the luxury category and the resort category seems priced right up there. And I don't see sort of anything changing on that because there's not a ton of new supply in this sector. That, I think, is a critical factor. I do believe the upper upscale luxury side and resort side of the business will have some pricing power here if our politicians in Washington can ever come together and lay out a vision for economic soundness. And I do believe the next 3 to 4 years will be good, which I believe will translate into higher levels of profitability for these particular classes of assets, which I think will be positive from the pricing perspective. So that's how I see it.

Our next question comes from the line of Jeff Donnelly with Wells Fargo.

Maybe just 2 or 3 questions and building on Amit's last one. Colin, your core shareholder isn't the typical, I'll call it, core REIT investor who might typically reward a low leverage capitalization structure. So how do you think about maybe increasing financial leverage to either increase your common distribution further or use capital for external growth in the next year or 2?

Well, Jeff, you may be right that the common REIT shareholder likes a little bit more leverage in a business. If you look at the sort of midpoint of our guidance for next year -- for this year, we sort of see our leverage ratios going from the low 4s to the mid to high 3s as this year trends -- as this year progresses. And what we have said consistently is that over-leveraging -- putting too much leverage on a company, particularly the hotel business, which can be reasonably volatile in bad times as evidenced by what we all witnessed in '08 and '09, you got to have some degree of prudence around leverage. I think this is the way we think about it here and the way our board thinks about it. So what we've conveyed to the rating agencies is that we really want to keep our leverage at 4.5x or less. But we would be prepared to stretch if we saw something, an opportunity to create value for shareholders like a material dip in our stock price that allowed us to go in and do something. But we're not going to push it much more than 4.5x, I just think it's irresponsible.

And then, I'm curious switching gears, I think the folks at SMG, the convention center manager, they've talked about sort of more corporate austerity on group event budgets and lower event attendance and group spend at sort of a higher cost to attract those events. If that's the case, do you feel that's sort of a secular or cyclical change in the industry? Or is that something that's maybe more unique to convention center facilities than more hotel base meeting facilities?

Well, I think you've just answered the question. I think that the convention center business -- the city convention center business is very different to our business. The convention center business, there is far too much supply competing for these low-cost, low-budget or big, huge conventions that businesses like ours can't accommodate. And it's sort of like an arms race. Cities all over America try to figure out how they raise money to lure and incent these low-rated businesses. And these low-rated business do not want to pay $200, $250 a night per room. So what's going on is that they have a little bit of a different approach to -- those customers have a little bit of a different approach to the consumer that we're seeing, who is willing to pay $200 a night, and eat and reward their employees. So I think it's isolated to this stage from what everything we see, I think, is isolated to the city convention business.

Hey Jeff, this is Patrick, just to build on what Colin has already said. We saw evidence of that pretty strongly in the first part of the fourth quarter. In October, November, as Colin mentioned earlier, we had RevPAR growth over those 2 months of about 3.1%, but total RevPAR growth of about 8.5%. So we saw some good expansion in outside the room spend, primarily in banqueting spend. And so we believe that that's carrying over into 2014. So based on the evidence of how folks are spending in-house, it doesn't necessarily ring through with what you've heard from the others.

And I don't think, Pat we're seeing any material change in the forward bookings where we do look at food and beverage minimums. We're not seeing sort of secular shifts in the minimums on that.

No. And in fact, our fourth quarter was really highlighted by tremendous amount of growth in corporate bookings and those are the historical -- historically where we see a lot of outside the room spend and so far that has rung true.

The mix for '14 is favorable for us as it relates to corporate.

That's right. On the books position, we have about 60,000 more room nights of corporate bookings already on the books going into the year.

Jeff, you said you had 3 questions.

Yes, that actually dovetails on my last question. I guess, I was just curious as it relates to the 2014 guidance you folks gave, where do you see sort of the potential for upside of that guidance? Is it in the year-over-year -- or in-the-year, for-the-year group demand itself? Is it sort of the corporate leisure, transient demand, sort of the mix or has it been margin?

Well, first of all, you got to understand, we -- given what went on in '13, we want to make sure that our guidance is not Herculean in '14. But I would say to you the things that we -- the areas we believe there are opportunities are; first, in leisure pricing. The assumptions in our plan for leisure pricing growth are not aggressive. And I think also with the commitment of manager, we are going to continue to look for ways to eliminate cost, and those programs that are under review are not currently baked into the plan. So I think the opportunity, as this year progresses, is in the pricing side and I think on the cost containment and cost reduction side.

Our next question comes from the line of Bill Crow with Raymond James. William A. Crow - Raymond James & Associates, Inc., Research Division: Let me pick up where Jeff left off there, which is some discussion on the guidance. If you could just help us think about the first quarter, I know you said that January was above your expectations. Significant weather interruptions, the inauguration a year ago, the renovation in Dallas. Just help us think about where maybe your expectations are for the first quarter, so we can break this cycle that's kind of emerged of quarterly volatility?

Well, clearly, we don't have inaugurations this year. But what we're doing when we communicated with you, we've communicated guidance for the year and we've communicated -- and the guidance for the year for our hotel business is based upon the budget, the month-by-month, quarter-by-quarter budget and what we're telling you is the budget, we're running ahead of our budget. We haven't talked about how we are trending against last year. And I think at this stage, we're not going to give you, Bill, guidance for the first quarter, but what we're seeing are encouraging trends against our plan.

Hey Bill, this is Patrick. Just to add to that, from a renovation perspective, obviously, in December we accelerated the renovation to take advantage of that moment in time. But we have worked really hard with the property to make sure that the renovation schedule this year does not infringe upon really good group demand patterns. So we think that we're going to be able to minimize the amount of disruption to the business as a result. From a weather perspective, again, we're not going to give quarterly guidance, as Colin said. But I would tell you that the weather event that we saw in Washington a couple of weeks ago, we actually had a large group in house and they really couldn't go anywhere, so it actually worked to our advantage, so not quite the disruption that maybe probably...

You don't want to get the snowstorm a day before you got a big check in. They got there and then we had the snowstorm. William A. Crow - Raymond James & Associates, Inc., Research Division: Okay. Well, that's helpful. One of the variances this quarter -- fourth quarter was the sales commissions. And you pointed out that that's a positive. Is there a clawback on that if -- due to cancellations and attritions?

I think there's partly a clawback. But what you got to remember, Bill, is that we have got sales contracts in place for these room nights. So if the customer decides that they are going to cancel, there are cancellation payments that we get, which I think are materially more than the commission payments that we've paid. William A. Crow - Raymond James & Associates, Inc., Research Division: Okay. And then finally for me. Colin, as you look at the cost synergies that you were expecting at the onset of the transaction and those that are still left to be realized. How many -- just how much of it got taken off the table, where you guys just realized that it was a great idea but it can't be implemented? Or what -- there were changes, something happened and how much is still out there left to achieve, I guess, if you think about it in those terms?

Yes. So let me see if how I can answer this question. Clearly, when you make fundamental changes to the business, the likes of which we did, where we handed a business over to Marriott and they took out all of the systems because we just abandoned all the systems that we had built over an 8, 10-year period of time and they put all their systems in, you have a pretty good sense -- reasonably good sense on the areas that you can eliminate cost. And there were 4 or 5 areas that we've sort of undershot in terms of where we are compared to where we thought we would be. And we've had extraordinary and extensive amount of dialogue with Marriott because, look, the way we structured this contract, Bill, was that these guys really make a decent return on their investment in the Gaylord Hotels brand when they get into the incentive fee. And so we're all driven with the same objective, which is driving profitability in these businesses. It may not come from the same reservoir of things that we identified 1.5 years ago. And so we're working very, very closely with Marriott to identify refinements to existing practices that can lower cost, refinements to new practices that can lower costs and make these hotels more efficient and have a higher margin and margins where we were a couple of 3 years back. And where we were, obviously, wasn't burdened by things like increased union costs in Washington and management fees. But I think over the course of the next few months, there is a common desire by both operator and owner to get to where we want to be. And I feel very confident that the $7 million to $10 million of what I would say short fall against where we aspired to be, where Marriott believed we would be 1.5 years ago, I believe confidently that we're going to move towards harvesting those synergies, but it may take us another 1 to 2 months. And what I'd said in my part of the script, those benefits are not embedded into this guidance. We've got the plan without that -- without those synergies that we're working on. And as we get to the plans, crystallize them, agree with our owner they're practical and our owner convinces us they're practical, then obviously, it'll start to show up in the operating performance as we get through the year.

Our next question comes from the line of Andrew Didora with Bank of America.

Just kind of wanted to stick on guidance a little bit here. Colin, a little bit surprised on the total RevPAR guide, exceeding RevPAR. I think you're the first hotel company to say that this earnings season. And I know comps play a part in this. And I would -- it seems like from your commentary, thus far that mix also gives you the confidence in this guide. I guess, first, is that a fair assessment? And then second, if so, can you give us a sense of on other RevPAR basis, what's corporate groups typically spend versus lower rate of business?

Pat and Mark jump in on this one. The way these budgets are constructed, it's not -- okay, how many -- typically in a 3, 400 room, in a mid-scale hotel, you work out how many room nights you've got, and then you plug it online for food and beverage, work out your labor cost and there's your budget, I simplified it but that's the basics of it. But the way the budgets work in a business like ours, and this is the way it was when we operated it and I think it's the way it is today with our friends from Marriott, is that we -- because of the magnitude of one group booking, we build the budget literally day by day, room night, room blocks by room blocks, and look at the historical performance of the groups that are staying. Now I'll give you just one statistic. I think we said in the first quarter last year, out of the tremendous room nights we booked 550,000, 83% of those room nights were existing customers of ours. I think in the fourth quarter, I think it was, again, about 80% were historical customers of our business. So we have great visibility on the spending patterns of those groups. And as Mark referenced a little earlier, and I think I referenced it in my script, we have got a positive shift into corporate this year. So the groups are more -- and the food and beverage minimums are more prone to spending quality levels of food and beverage. So that's how it's constructed. But obviously, a customer can go through a little bit of a change of heart and that may show up in July of this year for a 3-day period when company X comes in. But by and large, this is what gives us confidence on the total RevPAR side of it, which is a little bit different to what we've seen earlier last year and for most of the year before. But that's how we do it.

Great. Thank you for that. And then, my second question, just as it relates to the new Marriott Convention Center hotel. Certainly appreciate your commentary just in terms of spending upon some of the National bookings in 4Q. I think you said 209,000 rooms. Can you maybe give us a sense of how that number compares to historical levels of quarterly bookings there? Just to get a sense for any potential impact?

The production in the fourth quarter at National compared to historical averages?

Sure, I've got that right here. So in the fourth quarter for all future periods, the National was -- and I'm talking in net terms, so I won't use the gross numbers. But in net terms, about 186,000 room nights were produced in the fourth quarter at National. That compares to about 147,000 this time last year.

In. In '12.

In '12. And 2 years ago, about 173,000. So clearly, a very strong quarter for that hotel. We've seen some pretty good production out of that hotel. Maybe even moving in a positive direction compared to the rest of that market. And I know sort of what the question is driving that is, what is the Marriott Marquis, what is the impact on us? As Colin said, we've been selling against it for several years. We're not in the District, so it's not necessarily a head-to-head competitive play against us. And quite honestly, we have a test case here in Nashville as the Music City Center opened and the Omni Hotel downtown opened. And as we've looked across our business and how much we compete directly head-to-head with the downtown Music City Center here in Nashville, it's only about 7% to 10% of our business that we're really going head-to-head on. So I guess, I would summarize that by, the National, had a really good quarter compared to historicals. We feel good about where we're heading compared to -- with the Marquis opening and that sort is proven out by the evidence of what we've seen here in the national market.

Andrew, the only thing that I would add to that is that, while you have the Marquis opening downtown, the other thing that's happening, that's a positive for that hotel is that National Harbor continues to develop as a destination unto itself. A retail mall opened last year, Peterson Companies [ph] is under construction now with their Washington I [ph] , which is going to be a large attraction in that market. Obviously, over the past of last year, MGM is moving forward with their project. So there's a lot of things that are happening in National Harbor that will contribute to demand for that hotel.

Our next question comes from the line of Chris Woronka with Deutsche Bank.

Colin, you talked a little bit about opportunities to maybe grow the Attractions business. And maybe, if you just gives us a little more color on big picture wise, what you guys really want to do in terms of promoting Nashville and whether that involves potential acquisition or real ...

At this stage, I'm not going to be too transparent about this because we've got some things in the works that we really don't want to talk about. But let me say this -- say it from this way, Chris. I don't think it matters which of your brethren in this -- on the sales side it is. You all sort of value this business as sort of an arena business or a regional gaming business that have sort of a 6x to 8x multiple. The interesting thing about a large part of this business is that it really deals in unique content. We -- every night, when somebody plays on our stage at the Grand Ole Opry, that moment is captured. And so -- and we have 40 years of that history, that is unique. It's not like going and buying a movie from Netflix or Blockbuster or from Comcast that you can see the same movie. The experience that we have created on that platform is unique to us. So we're seeing a ton of demand into this market, people wanting to play our places and people wanting to visit our places. And the issue -- the opportunity for us is how we distribute and communicate the content outside of the arena or the outside of the building that it's playing in. And this is one of the interesting things of what's happening with this Nashville TV show. What's going on is people for the first time, all across the planet, are being exposed to the genre of music that is really basically controlled in this town. And this is a big opportunity. And so we've got lots of ideas about how we put our business electronically in front of the globe. This is not like pulling a slot machine handle in St. Louis. This is about distributing content across the platform -- across the planet. So this is an interesting business and one we're spending a lot of time on.

Okay, that's helpful. and then just a couple of quick, boring guidance questions. One is, can you guys tell us what maybe level of attrition, cancellation fees you think you might get in '14 relative to '13 and ...

Yes. We are not budgeting for the same level that we saw in '13 simply because we did see elevated levels of cancellations, primarily in the DC market and the Dallas market. DC, obviously, because of the government activity. And then in Texas, it was really just more of a unique year where we just had a number of cancellations that were really outside of any of our control, but we are budgeting for a lower level and that's baked into our guidance.

Okay, great. And then, definitely an impressive pace of bookings in the fourth quarter. Apologize if I missed it somewhere, but I mean, can you maybe tell us directionally how those are spread out by year or something like that?

Yes, and that's actually -- I'm glad you brought it up because it's a great story. Over 80% of our bookings in the fourth quarter were for just the next 3 to 4 years. And so we're not getting great bookings performance, simply because we're filling 2022 and 2024. We're getting great performance because we're filling '15, '16, '17 and '18. So as we've already talked about, corporate really led the pack with a good uptick there, good production out of association and spread over the years where we really want to see it because it allows us to really start looking to push rate because we're getting the compression on the room nights that we need to do that.

Both leisure and group.

Yes.

Our next question comes from the line of Patrick Scholes with SunTrust.

Just a quick question for you on what you guided for maintenance capital -- CapEx. In that maintenance CapEx, is that the -- is the Gaylord Texan rooms out of service considered maintenance CapEx?

Yes, it is.

And above and beyond that maintenance CapEx guidance, do you expect any non-maintenance CapEx?

Yes, we should -- we'll have -- I would tell you, Patrick, probably $10 million to $15 million of non-maintenance CapEx in the year.

Just one more -- let's do, Jackie, one more question, it's now -- we are right at the top of the hour. We'll do one more question and then folks can call us if they haven't been able to ask a question.

And we have no further questions at this time, Mr. Reed.

Oh, awesome. Well, that's good. Thank you. Thank you, everyone, for joining us today, and we will be speaking with all of our investors here over the next coming months, because I know Mark and Patrick and I have got a ton of investor conferences to do. So we look forward to communicate with all of you, and thanks for your time today.

Thank you. This concludes today's Ryman Hospitality Properties Fourth Quarter 2013 Earnings Conference Call. You may now disconnect your lines, and have a wonderful day.