Welcome to Ryman Hospitality Properties Fourth Quarter 2020 Earnings Conference Call. Hosting the call today from Ryman Hospitality Properties are Mr. Colin Reed, Chairman and Chief Executive Officer; Mr. Mark Fioravanti, President and Chief Financial Officer; Mr. Patrick Chaffin, Chief Operating Officer; and Mr. Scott Bailey, President Opry Entertainment Group. This call will be available for digital replay. The number is 800-585-8367, and the conference ID number is 7189891. At this time, all participants have been placed on a listen-only mode. It is now my pleasure to turn the floor over to Mr. Mark Fioravanti. Sir, you may begin.

Thank you, Maria. Good morning, everyone. Thanks for joining us today. 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 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' or 'expects' 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 release. The company’s actual results may differ materially from the results we discuss or project today. We will not 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 measure in the exhibit to today’s release. And I will now turn the call over to Colin.

Thank you, Mark, and good morning, everyone. Before I begin, I want to express my own and our company’s deepest sorrow over the passing of our friend Arne Sorenson. Arne was a magnificent CEO and a great man, and I was honored to get to know him, beginning at the time of our reconversion. Through that transition and the years that followed, we got to know each other well, and I had tremendous respect for Arne. My thoughts are with Arne’s family at this time, and he will be sorely missed by myself, my team, and the entire lodging industry. When we spoke back on November 3rd, I must have qualified my remarks at least half a dozen times with something to the effect of 'when we have a vaccine.' At that time, I was confident that we would see a vaccine announced either by the end of 2020 or perhaps early this year. It turned out to be less than a week later on November 9th, when the vaccine data from Pfizer was published, and that was quickly followed by more positive news from another manufacturer. Today we have two FDA-approved vaccines in distribution, and it looks like there will be others in the pipeline. This is tremendous news for our world, our country, and of course, our industry. Now, as we turn our attention to the progress of distribution rather than discovery, I believe the anticipation among Ryman and the Marriott teams and among our customers and meeting planners is truly palpable. I have been in the hospitality business for over 40 years, and I have seen a lot of cycles, several national and global crises, and many other ups and downs. But I have never seen a situation like this.

Thanks, Colin. In the fourth quarter, the company generated total revenue of $126.5 million, a $56 million increase sequentially over the third quarter. The net loss to common shareholders was $79.7 million, or a loss of $1.45 per fully diluted share, an improvement of $38 million over the third quarter or $0.60 a share. On a non-GAAP basis, the company’s fourth-quarter consolidated adjusted EBITDA was negative $6.6 million, representing an improvement of approximately $28.6 million from the third quarter. AFFO available to common shareholders was negative $31 million, or a loss of $0.56 per fully diluted share, which improved $29 million sequentially, or $0.53 per share. Our cash interest expense in the fourth quarter was $27.4 million, and we amortized $1.25 million of our term loan principal, so our debt service was approximately $28.7 million in the quarter, or about $9.6 million per month, which is about flat to the third quarter. This puts our monthly cash burn rate in terms of adjusted EBITDA and debt service at $11.8 million in the quarter, and $12.6 million after including maintenance capital spend. This was a substantial improvement from both our third-quarter cash burn rate and our initial forecast going into the quarter. One driver of this reduction, as Colin alluded to, was a substantial improvement in our leisure transient business fueled by our successful holiday programming. During the quarter, we hosted over 161,000 transient non-group room nights, down only 37% from the fourth quarter of 2019, despite government restrictions, social distancing, our inability to produce our annual programming, and the continued closure of Gaylord National. We were also successful in maintaining ADR, which was up 1.6% compared to the fourth quarter of 2019. So we are pleased that we drove this occupancy not through discounting, but through the appeal of our programming, which has always been a hallmark of our transient strategy. Another material contributor to our cash burn reduction was a collection of $16 million in cancellation fees in the quarter. The majority of these fees were for the travel dates in 2021 rather than past cancellations for 2020. We continue to prioritize the long-term value of each customer relationship, and cancellation fees are only a part of that equation. Future collections remain uncertain, and we don't model material increases in these fees when we think about our near-term cash burn rates. Finally, our focus on expense controls and efficiency in our hotel segment contributed to the improved margin performance, as the incremental flow-through sequentially from the third quarter to the fourth quarter was about 47%, an improvement in adjusted EBITDA of over $25 million and an increase in revenue of $54 million in our hotel segment. One last note is that while consolidated adjusted EBITDA did benefit from about $8.4 million in employee retention tax credits, we also accrued a near equivalent amount for furlough severance costs. So these essentially offset, and the quarter was driven primarily by improving fundamentals. Looking ahead to 2021, we are optimistic about the trends we are seeing in our markets and in our businesses. However, how quickly our businesses recover will be determined by a variety of external factors we don’t control, such as vaccine distribution, COVID caseloads, and government restrictions. In the first quarter, we do not anticipate the same level of transient demand due to normal seasonality. Thus, we expect our first-quarter cash burn rate to increase to a range of $23 million to $26 million before maintenance capital. We expect that between increased vaccine availability, the initial return of certain group types such as SMERF and associations, and the seasonal pickup in leisure demand, our second-quarter cash burn will improve to the mid- to high-teens, again before any maintenance capital. While it’s hard to determine the inflection point, as we move into the second half of the year, we anticipate our monthly cash burn rate before maintenance capital will reach breakeven in the third quarter and become positive in the fourth quarter. In terms of our balance sheet and liquidity, we ended the fourth quarter with $56.7 million of unrestricted cash and $593 million available under our revolving credit facility. Subsequent to the end of the quarter, we took advantage of a very strong bond market and issued $600 million of new 4.5% senior notes at par for net proceeds of approximately $591 million. We used these proceeds to retire our $400 million 5% notes due in 2023, which become callable at par in April. We also paid down our revolver balance and added approximately $191 million in liquidity to our balance sheet in extending our weighted average maturity from 3.4 years to 4.7 years. This transaction left us on a year-end pro forma basis with total liquidity of $840.7 million or just over $819 million after setting aside approximately $21.4 million to complete the Gaylord Palms expansion. Finally, in the fourth quarter, we closed on an extension of our covenant relief for our secured credit facility with our longstanding bank group. The second amendment extends our covenant waiver through the first quarter of 2022 and lowers covenant thresholds for the second quarter of 2022. We also improved our flexibility during the waiver period with increased caps on discretionary capital and certain investments. In summary, our company is in a solid financial position. Our markets and businesses are improving. We have a significant book of group business in the back half of the year. Our cash burn rate is declining, and our balance sheet is in good shape. We are excited to close the book on 2020 and look forward with optimism to 2021 and beyond. And with that, I will turn it back to Colin.

Closing the book on 2020, we are excited about that. Yeah. Thank you, Mark. Maria, let’s open up the call for questions.

Thank you. Our first question comes from the line of Smedes Rose of Citi.

Hi. Thank you. I wonder if you could talk a little bit more about some of the mix of bookings that you are seeing near-term and longer-term. You mentioned a little about some of the associations between that. I am trying to just square that against the gross stop at room rates that you showed for the quarter. So, if you could just maybe give us a little more color on how that’s trending?

Sure. Patrick, you want to answer Smedes’ question? By the way, Smedes, good morning to you.

Good morning.

Good morning, Smedes. It’s Patrick. Yeah. Let’s talk a little bit about what we are booking for the longer term. Let’s talk a little bit about who’s interested in booking in the short-term. From a longer-term perspective, we are very pleased that the mix of business really has not shifted away from what we have seen historically. So the corporate association and SMERF mix that we have seen historically in our business largely holds true as we look out into the long-term bookings and who’s looking beyond the COVID crisis. In the short-term, though, as we look at groups that are looking to get back to meeting sooner, we have referenced some of this in previous discussions. It’s a lot more of the SMERF-type business and some associations. When I say SMERF, I am talking about sports meetings or educational meetings or celebratory meetings, training meetings, multilevel marketing groups, a mix of folks who are very motivated to get moving and meeting as soon as possible. So, in the short-term, a little bit more on the SMERF side. Again, SMERF stands for social, military, educational, religious, and fraternal. As we move into the longer term back in 2022 and beyond, the groups that are looking to travel are very consistent with our historical mix of corporate association and SMERF.

Okay. Thanks. And then just any thoughts on when you guys could see moving forward with the national reopening?

Yeah. We have been a little coy over the last several months because we have been in some fairly deep discussions with organized labor in that market. Just to remind those folks on the phone, this is only Union Hotel. I would describe our discussions as very cordial and productive. I think now, Patrick, we are gearing up to open this hotel sometime mid-to-late second quarter. The good news is that we will be done on our complete room refurbishment that we have been aggressively pursuing here for the last six to nine months, and that’s the plan of action there. Anything to add?

No. The only thing I would add is that as we look to reopening there, obviously, we are watching very closely what happens on the group side of the business, because that hotel, because of its labor structure that Colin just referenced, really needs for the group recovery to be in process.

Oh! Yes. Yeah.

And the second thing I would tell you is we are working really closely with the county and the state in that market to ensure that the restrictions that are in place allow the hotel to operate as it needs to, to reopen, and we appreciate very much both the county and the state’s partnership in working through that process right now.

Patrick, Smedes’ first question, talking about bookings. Would you answer very well? Just to use this as an opportunity to touch on what we have seen on lead volumes here in the last several weeks.

Like everyone in our industry, we are watching lead volumes very closely. And as we finish out 2020, our lead volumes have deteriorated to the point that they were down about 74% year-over-year. We have been watching very closely, we are tracking it on a weekly basis, and we are encouraged by the fact that we have seen some improvement in that what was down about 74% in terms of group lead volumes has now improved slightly to down about 58%.

And that’s happened in the last several weeks?

Yeah. Most notably in the past two to three weeks, we have seen that start really coming up. So we are starting to see some things that are encouraging, and we are going to have to see those continue. But it is a bit of a sigh of relief that we are finally seeing some positive trends emerging.

Great. Thanks for all that detail.

Thanks, Smedes.

Our next question comes from Chris Woronka of Deutsche Bank.

Hey. Good morning, guys, and appreciate all the detail as always. The question is — and we have heard from some other hotel companies, we don’t have to name them — but they look to capture some revenues from virtual meetings until we reach a point where everybody is back in person, which we hope will be sooner rather than later. Is that something you guys can consider, and does it maybe extend beyond the COVID period? I mean, is that really a longer-term opportunity or just some color on how you look at that?

Okay. Let me give you the acute answer to all of this. The way you spend your energy as a business really is determined by what you want the outcome to be. We want the outcome to be people come back to our businesses and meet in our businesses, and this is why we put so much effort into the rebooking process, Chris. Now, we booked almost 60%, and in a market like Colorado, that number is in excess of 70%. I suspect that you are hearing, we are trying to help some customers with the virtual process and putting a line of hopefully a line of business in there to actually generate revenue. I think a lot of that is due to the fact that some of those companies haven’t had the success in rebooking what we have. So we are not spending a whole load of time on that. Obviously, Marriott, as the largest hotel company in the world, is something that they have looked at. But our focus right now is driving customers back into our facilities because that is where the real economics of this industry lie.

Okay. That’s helpful, Colin. And then a follow-up for you. I would argue that probably four of your five markets have been seeing population inflow before COVID and are likely to continue to see population inflow after COVID. You have done a really nice job in Nashville of becoming the company in that market for not just lodging but Entertainment. So the question is, if you look at a couple of these other markets that have favorable population trends, does that make you want to go deeper in those markets or do you go back in a few years and say, I want to be in another market, whether it’s on the lodging side or the Entertainment side?

Chris, I have known you the way I do. I think you know the answer to that question. We like to create businesses that are beyond comparable. You don’t see anything like them. One of the beauties of being in a market like Nashville with 2,880 rooms and 650,000 square feet and fabulous entertainment options, pre-COVID we were thinking we needed more guest rooms simply because of what you just talked about. The market was vibrant before COVID, it was growing, more companies were moving in, tremendous real estate development. The same thing for Texas, the same thing for Orlando, you go to Denver and you look at the large community around that city, and we see long-term unprecedented growth. We like to continue to expand our businesses and create a competitive moat, and I know you have heard us say that before. So we have — effectively, we have plans for potentially growing each of our hotels, except our hotel in Orlando where we have just completed what we will have in the next month. We just don't have a lot more real estate there, but we like this. By the way, you know, as well as I do, the IRRs on these types of projects, where you add 300 rooms or whatever it may be and 80,000 square feet of meeting space — these are not 8% IRRs with the cost of capital of 7.5% or 7%. These are 16% IRRs. We believe we create a lot of value. If we can find a market that has a similar profile to the markets we are already in and we find a community that wants to support us with some tax incentives to get the project well across our threshold, of course, we are going to look at that.

Okay. Very helpful. Thanks, Colin.

Thanks, Chris.

Our next question comes from Dori Kesten of Wells Fargo.

Thanks. Good morning. Is it your expectation if we look out a few years, this is somewhat building on Chris’ question, that occupancy at your hotel may exceed prior peak levels just given the pickup in leisure interest in the Gaylord brands?

That’s a hypothesis. Look, when we went into this story, the way we try and run these businesses. When we went into this, we challenged Marriott. We had meetings with that organization here three weeks ago with David. David Marriott was here. In every meeting we are having with these folks, we are asking, how do we make the economics of these businesses better? How do we gain market share? There are so many group hotels in this country and large convention centers that have really irritated their customers over the last 12 months. We haven’t done that. We have opened our arms and helped our customers, and that’s why we have rebooked as much business as we have. I think there’s an opportunity here over the next one to three years to build even stronger relationships with our customers and build market share. On the cost structure of these businesses, we have learned a lot. In a market like Texas, we had 175 quote managers with all of these different disciplines. When we reopen these businesses, we will open them with materially fewer chiefs. That’s why I said in my prepared remarks this morning, I think, as a company, we can improve our margins by 1% to 1.5% going forward. If you could combine that with cost efficiencies and real revenue growth, I believe we have learned a lot about leisure programming. We have always had good creative leisure programming in our hotels, and that’s why hotels, like in Orlando, have significantly outperformed most other large convention-oriented hotels around it, simply because we treat these hotels like theaters. We put a different backdrop in place and creative programming in place. I think we have learned a lot, and that will help us think about the seasons of leisure prospectively. I am very excited about the prospects of our hotel business, just as I am very excited about what we have been able to accomplish on our Entertainment side. I really believe that two, three years from now, this is going to be a better business than it was when we went into this. By the way, when we entered 2020, it was set to be our very best year across our company. I genuinely think we have the attributes in place to make it even better.

Yeah. Thanks. Mark, when you were walking through the quarterly cash burn for the remainder of the year, did those assumptions include cancellation and attrition fees?

As we look out for 2021, we have assumed a normalized environment for cancellation fees. We have not made assumptions regarding a significant ramp-up or spike in cancellation fees as we move forward.

Yeah. Dori, let me add — sorry, Mark. You answered this question well. But I want to add to it. We sit around and project what this nation is going to do here over the next few months. It is so impossible to answer because we are not in control of the vaccine rollout. We are not in control of government actions in communities like Nashville that currently allow us to fill only 25% of the seats in our theaters and 50% in the restaurants. We want to be cautious and conservative when we communicate with folks like you, so we never have to come back and say instead of projecting a cash burn rate of X, in fact, it’s X plus 10%. We have projected cash burn rates for the second, third, and fourth quarters of last year, and every time we managed around that and came in materially less. At this stage, I am not focused on what our second-quarter cash burn rate is going to be. What I care about is how this business ramps up fourth quarter ‘22 and ‘23.

Okay. Thank you.

Thanks, Dori.

Our next question comes from Shaun Kelley of Bank of America.

Hi. Good morning, everyone. Patrick, I wanted to follow up on your initial remarks about the SMERF business. You might get an award for the first time 'SMERF' has even been used on a public conference call. I am wondering, when you say longer-term, is that mix that you talked about possible in 2022 to get back to what we consider normal mix for Ryman or does it have to be longer than that, just given what you already might know about how ‘22 is shaping up?

I would tell you that I think the second half of ‘22 is absolutely back to more of a normalized mix, while the first half of ‘22 we are just kind of watching to see how that holds.

We got a normalized mix on the books.

On books, yeah, absolutely.

The delta is the short-term business versus what we have on books between now and year-end for ‘22, and the question is — what is going to be the behavior of the broad group market? Right now, I anticipate corporations being a little bit slower, and I think you will agree with me on that 100%.

Yeah.

But we are seeing some very interesting stuff as Shaun — as Patrick said in the SMERF area. So the key for next year will be what happens between now and the year-end.

I would say this is also a follow-up to Dori’s question. One of the things that we are watching closely is on the corporate side. Even here in Nashville and the other markets in which we operate, we are already seeing corporations reduce their office space footprint as they consider the opportunities for work-from-home and reduce their costs. We have been saying for a long time that we felt that would help us on the meeting side, as there would be a greater need to bring folks together to meet face-to-face on a regular basis. As we see that really starting to take place, as large corporations reduce their footprints, I think that’s one of the things we are watching to see if that gives us an immediate boost on the corporate side, even though they are cautious right now. A year from now, will they still be cautious, and will they book more meetings? There are a lot of things at play and in flux right now.

Yeah. This is probably going into the unanswerable part of a question. But there’s been a lot discussed around pent-up leisure travel demand, and you have seen and talked about some of the signs for your business. You are also starting to get questions on pent-up group or corporate travel demand. I just want to ask, it seems too early to tell. Is there a chance we could actually see people trying to crowd the calendar to make up for events that have been canceled for two years in 2022? Is that a realistic possibility, and how could Ryman take advantage of that, or are lead times too long to really capitalize on something like that?

Look, it depends on whether you look at the glass half full or half empty. My personal view is that I think you are going to see a lot of it. We had a Board meeting yesterday, and our board was seated on a virtual call, and every board member was saying we have to meet face-to-face. We want to go do it in May. On another board I am on, the same dialogue is happening. It’s happening all across our society. I am the sort of half-full individual in this company, and I truly believe there’s a lot of pent-up demand. I think when Patrick described a 15-point change in lead volume in the last several weeks, I think that’s an illustration. The more our society gets comfortable with the idea that COVID is pretty much behind us and as rates come down and vaccinations go up, I think you will see the light switch turning. I really believe there will be an inflection point where people start to say, 'We are out of here. We are going to get out of our basements. We are going to have fun.' We are seeing that on the Entertainment side. We are seeing it on the concert side. Every week we are filling 1,100 people in the Opry House on a Saturday night.

From outside of Nashville.

From outside of Nashville, these people are coming. I tend to agree with you, or I am not trying to agree with you, Shaun. But I think the hypothesis you laid out is possible here, and I think it could really drive our industry. I think we, as a company, are really primed to do well here because of the quality of our assets, particularly on the Leisure side.

If the transient is the lead indicator for what’s going to happen with the group, then there’s definitely the possibility for pent-up demand to exist, because we are definitely seeing the transient excitement building as the vaccination strategy continues to roll out and gain momentum.

That’s great. Thank you, everyone.

Thank you, Shaun.

Our next question comes from Bill Crow of Raymond James.

Yeah. Good morning. Maybe I could start with Patrick. On the new bookings, Patrick, when you have groups you have dealt within the past, but not in the past year or year and a half. Any change in F&B expectations, the numbers?

If you have somebody who is on the books that’s looking to travel in the back half of ‘21, obviously, we are going to be working with them on the attendee level. If they are looking at ‘22, ‘23, ‘24 and beyond, there’s not much discussion of, 'Hey, we don’t think we can get back to our historical levels.' It’s really just about how soon is it before we can get back to those historical levels. So we have not seen a material shift downward in the contracted blocks that those groups have historically dealt with in our booking for the future.

What provided the ability to collect the fees, the cancellation and attrition fees at this juncture? Are these groups that had booked and rebooked and finally canceled altogether, or what was different? I know you couldn’t really collect much in the way of fees given the circumstances during the past year.

Well, this is a complex question. Your question sounds so easy, but it’s complicated. It depends on when you book, it depends on our position, and it also depends on whether you are loyal to us. We deal with these customers not homogenously but very individually. Last year we took a decision for most of the year to understand that there were government restrictions in place, making it impossible for groups to travel, and that’s why we spent so much time and effort rebooking these customers. If a customer in the fourth quarter of last year said, 'Hey, after vaccine announcements in mid to late November, we don’t want to come in June or July of next year,' our whole position with that customer has changed, and we have changed dramatically. We said, 'In all probability, there’s going to be vaccines available. There will be no government restrictions in place. This is not a force majeure situation.' I don’t want to get too much into the details here, Bill, but we would say to that group, 'We understand what you are saying. Here is what we will do. We will renegotiate your cancellation fee, but we would like you to rebook for your next available date.' For many of those groups, we already have business on the books for 2022, 2023, and 2024.

Yeah. I would tell you that if there are three ingredients, the first is we kept our sales team on board. As a result, we had a highly engaged approach to communicating with our customers, our group customers. We have told you before it’s about 100 points of contact to go through one of these negotiations. The second ingredient is a long-term relationship, so there’s more of a view of a partnership. They understand that we are trying to ensure we are around for the long run to serve their needs on the group side. The third that has really allowed us to collect cancellation fees, especially in the fourth quarter, is an uncertainty — this is what Colin’s speaking to — regarding when force majeure is no longer in effect. If we are having conversations about the second quarter, third quarter, or fourth quarter of 2021 regarding a cancellation, and there’s uncertainty on that group side around whether or not they will be under force majeure and can exit that contract with no penalty, then we can collect a little more cash in the short term and potentially rebook them for the future as well. Those are the three ingredients, and our credit facility has done a phenomenal job in making all that happen.

Majoring in the obvious, as each day goes by and communities positively change the restrictions, the vaccination rates are going up. The leverage we have in those discussions improves dramatically. Our stack of chips is going up daily in these discussions.

Colin, I have two very quick easy to answer questions, I think. Number one, is there any potential when Block 21 resurfaces, and number two, any commentary on the timing of the Rockies’ expansion?

The first is that our desire for the market of Austin, Texas is no different today than it was a year ago. Our circumstances haven't changed, but it’s something we certainly would look at. Frankly, we keep in touch with those people. We didn’t abandon them 12 months ago, and Mark has had almost every week, two weeks, or four-week conversations with these folks and Scott does the same with the people that deal with Austin City Limits. We will see how that progresses as our company re-establishes. The thing about Colorado is we have been shocked how those groups have rebooked in Colorado. I mean, we have rebooked over 70% of those deluxe room nights. I have been very surprised how well that hotel has done given the restrictions in place in Colorado, as they have had some fairly significant COVID case counts. It’s being managed well and it’s coming down. The answer is we love that hotel, and we see that hotel. If Opryland can be 2,880 rooms with 650,000 square feet and a magnificent pool complex in a town like Nashville, I don’t see any reason long-term why that hotel in Colorado can’t evolve and grow to the same status as Opryland over time. We love that hotel, and potentially as soon as we can, we will grow it.

Great. I appreciate all the commentary today. Thanks.

Thanks, Bill. One more question, I think, Mark, what do you think?

Obviously. We already came to an hour.

Yeah. Are there any other questions, folks wanting to ask?

I am showing no further questions at this time, sir.

Excellent. They are probably all getting off on the next company. For those of you who are still on the phone, thank you for your time this morning. As you can tell from our dialogue here, we are very optimistic about the rebuilding of this organization, and we will be a better company coming out of all of this. Thank you for your time. If you have any further questions, you know how to reach all of us.

And thank you, ladies and gentlemen. This does conclude today’s conference call. You may now disconnect.