Ryman Hospitality Properties' (RHP) CEO Colin Reed on Q2 2014 Results - Earnings Call Transcript

Aug. 5.14 | About: Ryman Hospitality (RHP)

Ryman Hospitality Properties (NYSE:RHP)

Q2 2014 Earnings Call

August 05, 2014 10:00 am ET

Executives

Scott J. Lynn - Senior Vice President, General Counsel and Corporate Secretary

Colin V. Reed - Chairman, Chief Executive Officer and President

Mark Fioravanti - Chief Financial Officer and Executive Vice President

Patrick Chaffin - Senior Vice President of Asset Management

Analysts

Amitabh Kapoor - G. Research, Inc.

Chris J. Woronka - Deutsche Bank AG, Research Division

Charles Patrick Scholes - SunTrust Robinson Humphrey, Inc., Research Division

Operator

Welcome to the Ryman Hospitality Properties Second Quarter 2014 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 a digital replay. The number is (800) 585-8367 and the conference ID number is 66655148. [Operator Instructions] It is now my pleasure to turn the floor over to Mr. Scott Lynn. Sir, you may begin.

Scott J. Lynn

Good morning. Thank you for joining us today. This call may contain forward-looking statements as defined in the Private Securities Litigation Reform Act, including statements about the company's expected future financial performance. Any statements we make 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 release. The company's actual results may differ materially from the results we discuss or project. 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, which we reconcile to the most comparable GAAP measure in an exhibit to today's release.

I will now turn the call over to Colin Reed.

Colin V. Reed

Thanks, Scott, and thanks to everyone for joining us today. This was another solid quarter for our hotels from any metric you look at. In terms of revenue, we reported an increase in RevPAR of 3.4% and total RevPAR of 4.6%, driven by an approximate 3% lift in ADR. Now while the top line continues to strengthen as we have projected it would, the real story of our quarter was our bottom line performance that was a result of the continued margin improvement. We delivered a consolidated adjusted EBITDA increase of 15.1% to $81.6 million, which was a record profitability performance for any quarter in the history of our company. We also saw our Hospitality adjusted EBITDA increase by 12.6% compared to the second quarter of last year, with our margins up 240 basis points to nearly 33%.

Since we announced the REIT transition, we have been very direct with you about the challenges we've confronted throughout the process of realizing the synergies associated with the transaction, and our keen focus on margin management and putting the right plans in place to ensure optimal profitability. There certainly have been some bumps along the way. But with 2 solid quarters of positive hotel results, we now feel confident that the major transition issues that negatively affected us in '13 are squarely behind us. Now while there will be ongoing fine-tuning at the hotel level to ensure we maintain and improve on this good level of performance, we are very pleased that the level of -- with the level of profitability. And this is what we expect to see in the periods ahead. And on that subject, we appreciate the efforts, over the last few months, of our manager to get us to the point we're at.

It is also rewarding to see that this process is being reflected in the price of our equity, which recently traded at an all-time high once you dividend adjust it. We've been saying for a while now that we thought the market was significantly undervaluing the work of our unique assets and the earnings power of our business, and it's certainly good to see the stock finally trading closer to what we think our wonderful, one-of-a-kind assets are worth.

Now that said, we believe that as we continue to refine our operations and given the positive tailwinds we are seeing in our business and the sector overall that there is even more room for the value of our equity to further appreciate.

Now as regards factors that drove our performance this quarter, let's talk about it. First, Group. It would seem Group continues to strengthen. Attrition levels again improved this quarter compared to the second quarter last year. And in-the-year, for-the-year cancellations were down more than 12,000 room nights. Other signs that were encouraging is the 18.2% increase in Association group room nights actualized this quarter as compared to the same period last year. As we have mentioned before, the Association business is an important customer segment for our particular business model.

In addition, we saw a continued improvement in outside-of-the-room spending, as groups are spending more while on property at our hotels. This is very good for our business, and we expect to see this trend continue for the foreseeable future.

In terms of the transient sector, this was once again a good quarter for us. As we discussed last quarter, we expect the number of transient room nights to stay fairly leveled on a year-over-year comparison, with the properties focusing on aggressively driving rate. As we saw this quarter, the hotels were able to drive an increase in transient ADR by over 8%. Transient room nights were down just over 6% year-over-year, partially due to the fact that we had roughly 15,700 room nights out of service for renovation at the Gaylord Texan.

Now I'd like to take a moment and focus on the Washington, D.C. market. I'm sure most of -- most all of you are familiar with the issues that have beset the hospitality and particularly the Group segment in our nation's capital for some time now. While we continue to view the D.C. market overall as challenging, the performance of Gaylord National and the broader National Harbor development relative to the rest of the market is what has us highly encouraged. Gaylord National had another solid quarter, with RevPAR up nearly 5% and total RevPAR up nearly 9%, as a more than 40% increase in corporate room nights helped boost outside-of-the-room spending and revenue overall.

In addition, with the latest rounds of recent approvals in Prince George's County fully clearing the way for the MGM casino, we now feel like National Harbor is poised really to start moving in the direction that we all had hoped it would almost a decade ago when we undertook this development. MGM has begun to move ground on its development there, which is slated to open in 2016 and projected to bring thousands and thousands of new visitors to this area. This is just one of the several positive developments underway in the complex.

Now this morning, you may have read about a transaction that we announced with the developer of National Harbor. Almost 10 years ago, when we purchased the real estate that sits under our hotel, we had a belief that one day gaming could come to Maryland. And if it did, National Harbor would be a wonderful location to house it. Consequently, we knew that our major development, now know as Gaylord National, would give the developer of National Harbor a real leg-up in attracting gaming operators and convincing the state of Maryland the casino should be developed on our doorstep. Now as a result, we negotiated an economic interest in the land that would accommodate the casino if indeed it materialized.

Now once again -- let me say that again. Once gaming was passed by the voters in Maryland and the site was approved, this agreement became valuable. And we feel like it is in the company's best interest and that of our shareholders, particularly now that we're a REIT, to capitalize on this value. Accordingly, we've agreed to sell our economic interest in this agreement to an affiliate of the developer of National Harbor. Separately, we've also agreed to purchase a 190-room hotel in National Harbor, currently being operated as the Aloft Hotel, as well as a vacant parcel of land that is located at the front door of the Gaylord National. This site is suitable for development of another hotel, should we so choose, but no final determination has yet been made as to the highest and best use of this vacant land. All of these transactions are scheduled to close by the end of this year.

In terms of the new hotel property, it's still too early to definitively say how the hotel will ultimately be flagged. But obviously, from a synergies perspective and given its close proximity to Gaylord National, something with a Marriott flag would make the most sense for us here, as the new hotel could serve as a natural overflow destination from the Gaylord National and will be overseen by National's management.

Now also to be clear, the restricted covenants that are in place regarding what hotel product and meeting space can be built in National Harbor are still very much in place.

Okay. Now let's shift gear and talk about sales production. Now last quarter, I previewed for you that we were optimistic about the bookings, what they would look like in the second quarter. Now I hope you will agree with me that clearly this optimism was well placed. We booked nearly 640,000 gross room nights in the second quarter and more than 475,000 net room nights. Now these totals represent an 84.5% and 150.4% increase, respectively, over the second quarter last year. And to be clear, these numbers also represent the best second quarter of production that we have on record. Now what is particularly encouraging is that we believe there is still more room for improvement in our sales processes. As we have detailed on previous calls, both Marriott and our company have been collaborating to optimize the production levels from Marriott's regional sales structure. You may recall that these offices are responsible for booking the short-term group room nights in the 10 to 300 room night range. This segment of our business is very important as we maximize occupancy, and thus yield our properties. However, we still feel that the regional sales offices should be able to generate more room nights to our business and we have developed a plan with our operator, and we are confident it will lead to these numbers getting where we would like them to be over the months ahead.

Now let's switch gears and turn to an area that you all know we are very enthused about, our Nashville entertainment assets. This quarter, this business segment again performed very impressively, with revenue growth of nearly 12% and adjusted EBITDA growth of nearly 23%.

Now some of you may accuse me of sounding like a broken record here, and maybe that will be somewhat fitting, given that the appeal of the Nashville's music -- given that the appeal of Nashville music scene is the key element fueling the city's tourism growth. Year-to-date, according to Smith Travel Research, Nashville is currently the fastest-growing hotel market in the country in terms of RevPAR growth. These numbers confirm that we are seeing in this market -- these numbers confirm what we're seeing in this market, with people continuing to flock from all over, including international, in order to experience its music and its vibrant scene. The city's profile as a destination continues to grow both among the transient, leisure guests, as well as Group.

Now this quarter, we announced that we will be undertaking a $14 million planned expansion and renovation of the non-historic portion of the iconic Ryman Auditorium, which will be completed by next June, just in time for the summer tourism season and the CMA Music Festival, which draws an estimated 80,000 people to Nashville. At this stage, we see no signs that the positive momentum around Nashville abating, and our asset's being well-positioned to be at the center of this tremendous growth.

We also took a couple of important steps to strengthen our balance sheet and enhance value for shareholders this quarter, which Mark will go over with you in some detail.

Now moving beyond the second quarter, I'd like to do something similar to what we did on the first quarter's call and provide some additional color in terms of what we're seeing so far for the rest of the year. From a booking's perspective, we were again optimistic about what our production will look like in the third quarter given the lead volumes and our historic conversion rates. We would expect our sales teams to drive a better booking quarter than we saw in the third quarter of 2013. Historically, the second and fourth quarters are the strongest booking quarters of the year, and we expect this pattern to play out in '14. As I mentioned earlier, while we expect the number of transient and leisure room nights to remain largely flat as compared to 2013, we do anticipate they will be at a higher rate than in the past.

Now in terms of what we're forecasting for hotel performance in the third quarter, we're trending towards growth in terms of both revenue and profitability compared to the same quarter last year. However, we expect bottom line growth to outpace top line growth, as we continue to see improved margins. That said, we do not believe that we'll see the same extreme improvements that we saw in the first and second quarter.

Given our advanced book of business, we expect the fourth quarter to be strong, both from a top line and bottom line perspective year-over-year, with solid mid-single-digit revenue growth over prior year, coupled with continued improvement in the operating margin.

Now last quarter, we raised our RevPAR, total RevPAR and EBITDA guidance, so we still feel good about where these numbers are. We believe our guidance range to be appropriate at this time. So the point here is that while we are, of course, pleased with our strong second quarter, we're not going to get ahead of ourselves at this juncture as far as our expectations for the rest of the year. In closing, we're pleased with our performance in the second quarter and the momentum in our business as we look to the rest of the year. As I mentioned at the outset, we feel that we have passed an inflection point and now can safely say, the major hotel transition issues are behind us. But there is still more work to be done to ensure that we can sustain and continue to improve our performance to the point we are regularly delivering on the full potential of our assets and also with the tools of the -- the tools, which the manager brings to the table.

We will continue to work with Marriott to drive synergies and, as I discussed, also continue to push the sales teams to maximize their ability to capture the right type of group business.

Also, we will remain diligent and focused on constantly evaluating how we can best return value to the shareholders and prudently manage our business.

Now at this juncture, let me hand over to Mark to go through the financials. Mark?

Mark Fioravanti

Thanks, Colin. Good morning, everyone. For the second quarter, Ryman Hospitality Properties total revenue increased 5.2% to $257.9 million compared to the prior year quarter. Adjusted EBITDA during the second quarter grew 15.1% to $81.6 million. And during the quarter, the company generated net income of $28 million or $0.37 per fully diluted share and $58.8 million in adjusted funds from operation or AFFO per fully diluted share of $0.95. Please remember that the GAAP fully diluted share calculations did not consider the anti-dilutive effects of the company's purchase call options associated with our convertible notes.

Turning to the Hospitality segment results. RevPAR during the quarter increased 3.4% to $134.85. Total revenue increased 4.6% to $316.09 compared to the second quarter of last year. Both our RevPAR and total RevPAR results were negatively impacted by the shift of the Easter holiday and the ongoing rooms renovation program at the Gaylord Texan. We estimate that the combined effect of these 2 events reduced both RevPAR and total RevPAR growth by approximately 200 basis points.

Excluding the impact of these 2 events, we believe that RevPAR would have increased by more than 5% and total RevPAR would have increased by more than 6.5% for the quarter.

As Colin mentioned during his opening remarks, we continue to see encouraging trends in Group cancellation and attrition rates during the quarter. Gaylord Hotels in-the-year, for-the-year cancellations totaled 9,155 room nights, down by 57.2% compared to the second quarter of last year. Attrition rates continued to decline, falling 180 basis points to 11.1% from 12.9% in the second quarter of 2013. Attrition and cancellation fees collected during the quarter totaled $2.8 million, up $1.5 million from the same period last year.

For the quarter, Hospitality segment adjusted EBITDA increased 12.6% to $76.6 million and Hospitality adjusted EBITDA margin increased 240 basis points to 32.9%, representing approximately 85% flow-through of the incremental revenue.

The Opry and Attractions segment revenue rose to $25 million in the quarter, up 11.8% and adjusted EBITDA increased 23.4% to $9.7 million, representing a 370 basis point improvement margin.

The Corporate and Other segment adjusted EBITDA totaled a loss of $4.7 million, representing a modest improvement compared to the prior year quarter. Moving on to the balance sheet. We had a very active quarter, as we successfully accessed the capital markets at attractive long-term rates and began tackling the upcoming maturity of our 3.75% senior unsecured convertible notes and related call spread.

In June, the company announced that we added an additional senior secured $400 million Term Loan B to its existing credit agreement at attractive pricing. Term Loan B was fully drawn at close and bears interest at a rate equal to LIBOR plus 300 basis points, subject to a LIBOR floor of 75 basis points.

The proceeds from this offering were used to repay revolving loans under our existing credit facility and settle in part a portion of the warrant transactions entered into in connection with the issuance of our 3.75% convertible notes. This new term loan takes any refinancing risk off the table as we settle the remaining portion of the convertible notes that mature in October of this year.

It's also important to note that as part of this capital raise, both rating agencies affirmed the ratings of our company and the offering, which is a reflection of the strength of our business and the confidence in our business model.

Now moving on to the convertible notes. It was a very active quarter. As I mentioned on the last earnings calls in April, the company repurchased approximately $56.3 million in principal amount of its convertible notes, which were subsequently canceled for $120.2 million. In addition, the company settled approximately $15.3 million in principal amount of the convertible notes that were converted by holders for $33.4 million. As a result, the company recorded a loss on extinguishment of debt of $2.1 million in the second quarter of 2014.

In connection with the repurchase of the notes, the company proportionally adjusted the number of options underlying the bond hedge transaction related to the notes. In addition, the number of warrants outstanding were reduced. In consideration for these adjustments, the counterparties to the call spread transaction paid the company approximately $9.2 million. After these transactions, approximately $232.2 million in principal amount of the notes remain outstanding as of June 30, 2014.

As you're aware, the convertible notes mature on October 1, 2014, and the company will sell its obligations upon conversion of each $1,000 principal amount of the convertible notes with a specified dollar amount of $1,000 and the remainder of the conversion settlement amount in shares of common stock.

And currently, with the settlement of the notes, the company will receive and cancel shares of its common stock, pursuant to its rights under the convertible note hedge transactions with respect to its common stock. The net impact of these transactions will result in no dilution to our outstanding common shares.

Now turning to the warrants. In May and June of 2014, the company executed agreements with 2 of the note-hedged counterparties to cash settle $4.7 million warrants. As a result of these modifications, the company recorded a $4.8 million loss on a change in fair value of the warrants between the date of the cancellation agreements and the settlement date or at quarter end for those warrants still under specified on the line period. This loss is included in other gains and losses.

After the settlement of these transactions, the remaining warrants will cover approximately 7.2 million shares with an adjusted strike price of $25.01 per share.

The adjustments to the options and warrants were considered modifications to the terms of the agreements, and the company also recognized a charge of $5 million in the second quarter, which reduced net income available to common shareholders and earnings per share available for common shareholders.

As a reminder, the dilution mechanics for the remaining outstanding convertible notes and call spread is available in the Investor Toolkit section of our website and has been updated with all the activities I just walked through.

As of June 30, the company had total debt outstanding of $1,280.1 million and unrestricted cash of $77.8 million. As of June 30, 2014, $700 million of borrowings were drawn under the company's credit facility, including the new Term Loan B, which was fully drawn at close, and the lending banks had issued $2.7 million in letters of credit, which left $697.3 million of availability for borrowing under the credit facility.

During the quarter, the company paid its second quarter cash dividend of $0.55 per share of common stock on July 15. It is the company's current plan to distribute total annual dividends of approximately $2.20 per share in cash in equal quarterly payments, with the remaining quarterly payments in October and January of 2015. This is subject to our board's future determinations and the timing thereof.

And with that, I'll turn the call back over to Colin for any closing remarks.

Colin V. Reed

Mark, I think we've been at this long enough. So let's open the lines for questions. Jackie, if you could organize that for us, that will be good. Please. Thank you.

Question-and-Answer Session

Operator

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

Amitabh Kapoor - G. Research, Inc.

Colin, can you please talk about the catalysts for the right sale at National Harbor and the purchase of the hotel? And then is that in anticipation of potential upside? I guess, part of your scripted comments were -- alluded to that. And then, I guess, my second question is in light of the expansion at the Ryman Auditorium, can you talk about CapEx requirements for that segment in order to take it to a point of critical mass for a potential event with that segment?

Colin V. Reed

Yes, thank you. Two good questions. So let me talk first about National Harbor. First and foremost, income that we would derive from a lease that associates with gaming is something that is difficult for a real estate investment trust, and it wouldn't qualify as good REIT income. So what we've been trying to figure out is what is the best thing we do with this. And so what we have essentially done is sold it and bought -- and we'll probably use the proceeds to buy a hotel in National Harbor, separate transactions that will be good REIT income. And we expect this hotel to perform very, very adequately, very, very well, as it's tucked in under the management of this -- of the existing National hotel and gets the benefit of the overflow, as well as what we see in '16 as the substantial increase in leisure customers that will be coming to National Harbor. That's the sort of rationale behind it. Also, there is a parcel of real estate. If you come out of the front of the hotel -- I know you've been there, Amit. We've seen you there. When you come out of the front of the hotel and you look directly into National Harbor, there is a parcel of land there. It's just over 0.5 acre in size that sits immediately to the -- as you are standing at the hotel looking at the Residence Inn, immediately to the left of the Residence Inn there. And we think that is a world-class piece of land, as this site develops. And so we've also took the opportunity to purchase that piece of land at the same time. So that was the rationale. We think this is a good move for the shareholders. It is -- the income will be income that is fully permissible on the hotel REIT, and we're very pleased with this transaction. In terms of the Ryman -- obviously, there's sort of 2 parts to your question. The first part is the amount of capital we're putting to work here. We are seeing -- as you heard from the script, we're seeing a fairly large increase in the amount of people that are at journey into Nashville. And this asset is probably the single most important asset in the city in under the country music banner because of its historical connections with the Grand Ole Opry and music in general. And the $14 million that we are going to put to work here will generate a very good return on invested capital. And we will be looking at potentially doing other things to take advantage of what is going on in this city. And -- but at this stage, we -- until the plans are fully, adequately baked, it would be a little -- all of us getting the horse before the cart. But here's the good thing: this market is growing rapidly. These assets that we own on Maine in Maine [ph], and as every day goes by, these assets get stronger. And what we ultimately do should therefore have more impact. And we're working hard on it, on positioning this attractions business. And I would ask you to be patient, and there'll be more to follow.

Operator

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

Chris J. Woronka - Deutsche Bank AG, Research Division

Want to ask you about the Texan, and kind of a 2-part question. One is was the disruption in 2Q, and it was a little bit maybe greater than you expected. But more importantly, when you get that renovation done, what are kind of your internal expectations for the ramp-up in terms of, I assume, a higher rate growth?

Colin V. Reed

Chris, it's Colin. What I'm going to do is ask Patrick to deal with the second quarter impacts and also as we think about the next 12 to 24 months. But let me we sort of preview. We're very optimistic about this hotel. We have recently changed the general manager of this hotel. Our ex-general long-time Gaylord manager had retired. And we have brought a new manager in from the Marriott organization that I would say we're very pleased with. And I think the renovation has been going pretty well. We haven't had any snafus with the renovation program. And the hotel is looking in really good shape. And I personally think that this hotel will do well over the next 12 to 24 months. But Patrick, maybe you can put some color on that.

Patrick Chaffin

Yes. Chris, this is Patrick. Just to go back to your first question. As far as how much disruption -- the disruption was right in line with what we're expecting, 15,000 rooms were out of service -- or 15,700 roughly. So if you look at how the Texan performed in the quarter, with the renovation impact and then just the general lumpiness of our business that impacted both Palms and the Texan in the second quarter, it was right in line with our expectations. Outside-the-room spend looked very good. I mean, it's about 5%, 6% roughly of that property. So those who were on property and not shut out due to the renovation performed well. As far as how we think this will impact -- the renovation itself will impact the property, if you look at how the Palms has performed post the renovation, they've had a freshened product to try to capture the attention of meeting planners. And with that fresh product, they've been able to draw in a lot of high-quality groups. So I wouldn't quantify what we expect to see on rate or anything like that. But freshening the product up brings the attention back of some of those high-quality groups because they want to be the first ones to get in and stay at the property. So we have great expectations for what this will do for the property.

Chris J. Woronka - Deutsche Bank AG, Research Division

Okay, that's great. And then I want to ask on the -- on your Aloft acquisition and your plans there. I understand that Marriott will take over management of that hotel. Is there a -- we know there's a Residence Inn there. Are there branding options for Marriott? Or is this something that you might kind of brand independently, like the -- in an Opryland?

Colin V. Reed

Yes. I don't think we will be branding it independently. We are currently in discussions with Marriott in terms of which brand most is the -- would be the most effective. And I think we will brand it a Marriott property. We'd probably have to put a $4.5 million worth of capital into this hotel to do a product improvement plan to sort of de-Aloft it and position it for the asset that -- for the brand that will ultimately sit over the top of it. But we expect this hotel to generate somewhere in the $3.5 million to $4 million a year out of the gate, and we're excited about this.

Patrick Chaffin

Chris, just to add to that, the Residence Inn is an extended stay-type product. And with this hotel, the current Aloft will be a more -- to fit our needs to fill Group over -- or take Group overflow from the National. Given that the Residence Inn is an extended stay, that opens up plenty of options for us as far as what we would do with the Aloft when we got a Marriott branded name.

Chris J. Woronka - Deutsche Bank AG, Research Division

Okay, understood. And is there going to be a -- is it basically breaking the franchise contract of the Starwood? Is there going to be some kind of onetime, I guess, termination fee?

Colin V. Reed

There will be, but that's not on our nickel. That is something that is being that is being dealt with by the current owner of that asset. We said we didn't want to get in the middle of any determination. We said we would be very happy to buy this asset. But if we do, we need to buy the asset free and clear of any operating contract.

Operator

[Operator Instructions] Our next question comes from the line of Patrick Scholes with SunTrust.

Charles Patrick Scholes - SunTrust Robinson Humphrey, Inc., Research Division

A question for you on the impressive forward bookings that you had in the most -- in the second quarter. I'd like to see [ph] if you could give a little bit more description of what types of customers are you seeing the most improvement from. What are you seeing as far as mix shift within those bookings strength?

Colin V. Reed

Yes. And I'll ask Patrick Chaffin to deal with that. But let me be clear here. We have been saying for the -- really since, I don't know, second quarter, since third quarter last year, fourth quarter last year that we've seen material improvements in lead volumes tentative prospects. We had, as you'll recall, that superb fourth quarter, followed by a weaker second quarter, which is normally the pattern; and then this record second quarter. And frankly, we weren't surprised by this. We were happy with the level of actual conversion of the lead volume that we're seeing. And again, I just want -- I know you haven't asked this question, but I want to be clear. We're seeing our Ts and Ps at the end of July, I think, Patrick, at the end of this month that we have closed a couple of days ago. We're seeing Ts and Ps at very high levels, which is also exciting and bodes well for the production in the third quarter. So if you would give Mr. Scholes, some -- Patrick to Patrick, give some color on the quality of the bookings.

Patrick Chaffin

Absolutely. It's a great question, Patrick. Just [ph] let me give you some color on that. We saw good growth, both in terms of Corporate and Association. Our Corporate bookings were up about 104% over the second quarter of '13. So lots of really good production in the shorter-term 2-year window that Corporate normal is booking into. And that's a continuation of what we already saw in the fourth quarter and in the first quarter of this year. We also saw some really good strong growth on Association bookings as well. They were up about 98% over this time last year in the second quarter. So that's really encouraging to see some of your longer-term bookings 3 4, 5 years out strengthening 2017 and beyond where we stand right now. So those 2 segments both showed really good growth. SMERF was down a little bit, which is okay because it's essentially just an indication that we have tremendous demand from some of the higher-rated, more premium business. And as Colin already said, even despite all of this great production in the second quarter, our funnel going in to the third quarter is very strong. And so we're encouraged that the trends that we've seen over the past few quarters are continuing from a booking's perspective.

Charles Patrick Scholes - SunTrust Robinson Humphrey, Inc., Research Division

Great, that's great color. One follow-up question. How should we think about as far as your most recent bookings how pricing is fairing? Certainly, demand sounds very strong, and demand certainly has been improving over the last several quarters on the Group. But I think in general, the industry pricing still isn't where most companies would like it to be. How is that fairing in the bookings?

Colin V. Reed

I think we would say it the same way. Pricing isn't where we would ultimately like it to be. I think there's a gradual shift to pricing power way to the operator, as the economy improves and, by the way, where very little new supply is existing in this particular space. But the things that have us encouraged, for instance, '15 -- Mark, the statistic you were sharing with me this morning. Maybe you just want to give Patrick a little bit of color on what the room nights on the books are at rate-wise compared to where we think we will close this year.

Mark Fioravanti

Yes. I mean, in terms of where we finished the second quarter for room nights on the books for '15. Our rate -- the rate on the books is mid-single digits above where we're projecting we'll finish '14. And if you look out to '16, we're up to high single digits relative to where we'll finish this year. So there's good rate growth on the books moving forward. As Colin said, it's -- we don't have the pricing power we'd like to have. But I don't know that we will ever have the pricing power we'd like to have, right? That's always an issue you have with customers.

Patrick Chaffin

Just a little bit of additional color. We saw -- as far as what was booked in the second quarter, we saw growth in rate, both in terms of year-over-year, as well as the second quarter versus the first quarter. So it's moving in the right direction. There's still a lot of room to grow. But I was encouraged, personally, just to see the Palms was one of our stronger performers as far as capturing rate growth in the second quarter compared to the first quarter, and that's an extremely competitive market down in Orlando. So to see rate growing there is very encouraging. And then also, we saw some good rate growth as far as what was booked in the second quarter at Gaylord Opryland. And Nashville, obviously, doesn't get the same rate that you see in D.C. or Dallas. So that's encouraging as well.

Colin V. Reed

And let me just say this, Patrick, as well, and you understand this because we've talked about it face to face. Rate is very important, and I -- we appreciate the focus on rates. But for us, where we generate $1.5 for every $1 -- we generate $1.5 out of the room for every $1 we generate in the room. The other thing that is important to us is to make sure that we have booking room nights that have this large propensity to spend money outside of the room. And as you've been seeing this year with our business in the first quarter and in the second quarter, outside-of-the-room spend has grown at a faster rate than our inside-of-the-room spend. So that's the other big focus for us, and we're very encouraged by the quality of the bookings that we're putting on the books prospectively for future years.

Charles Patrick Scholes - SunTrust Robinson Humphrey, Inc., Research Division

Great answer. One last question, I promise here. One thing in the hotel industry, statistic-wise, that occupancy has exceeded the prior cyclical level. How much more occupancy do you think you have room for, as we think into next year? I mean, are you pretty much maxed out? Or is there still some room to go with your hotels?

Colin V. Reed

Now, if I could have given you a leading question, that would probably have been the leading question. Because these record -- the record profitability that we generated in the second quarter, $76.6 million of adjusted EBITDA for these hotels, $81 million for the whole company, but $76 million with a margin of 33% was done off an occupancy of just over 74%. So back in the good old days, in the '06, '07 time frame, we were putting a ton of occupancy in these businesses. We were -- saying to folks like you that we believe we can build these businesses to 80 points of occupancy, and we were operating somewhere between 76% and 77% occupancy at that time. So we've got a long way to go here. And what is exciting to us, with the pace of bookings that we're putting on the books, when we look at our pace for '16 and '17, we're seeing substantial increases in just pace. So we think we've got the ability to add another 3 to 4 points of occupancy into these hotels. And you can do the math. When that happens with these types of margins, the profitability increases are immaterial.

Operator

And it appears that we have no further questions at this time. I'd like to turn the floor back over to Colin Reed for any additional or closing remarks.

Colin V. Reed

Well, I'd like to thank everyone for joining us. Obviously, the market is a bit soft this morning, and our equity's down a little bit. But what we're encouraged by is the fact that we had a record second quarter in terms of profitability, very high margins, record bookings. And this company is positioned -- and our Attractions business is performing at a record level. Growth in that second quarter was tremendous. And obviously, as Mark talked about on the converts, we've continued to unwind warrants because we believe the long-term value of this equity is materially better than where we're currently trading at. So we are pleased with where we are, and we look forward to engaging in more conversations with our investors over the weeks and months ahead. And thank you for joining us today.

Operator

Thank you. This concludes today's conference call. You may now disconnect.

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