Colin Reed
Analyst · Goldman Sachs
Thank you, Scott. Good morning, everyone, and thank you for joining us today. I will start with the highlights of the year and the fourth quarter, and then I will provide you all with an update on the Marriott transition, and then Mark will provide additional color on our financial performance and then we'll take a few questions.
As many of you know, we will be hosting our Investor and Analyst Day this Friday at the Gaylord National property, where we will go into a lot more detail about how we see our business evolving over the course of 2013. So as a result, our prepared remarks today will be briefer than normal, and we will keep question time short for the same reason.
Clearly, 2012 was a year of enormous change for our company. As you know, at the end of May, we announced that, following an extensive due diligence process, we will be converting the company to a real estate investment trust and transferring the management of our hotel properties to Marriott International.
Since that time, we've been focused on ensuring we meet all the legal and regulatory requirements to become a REIT, effective January 1, rightsizing our corporate structure and systems, working with the Marriott team to complete the transition at the property level, as well as securing your approval as owners.
While exhaustive, we are pleased with how this entire process has unfolded. Now, there's still a tremendous amount of work left to be completed, but we're satisfied with where we are at and what has been accomplished. It is a true testament to the effort of the Marriott team, the associates at our hotel and our own Ryman team that such a broad and challenging undertaking has been managed as well as it has.
We knew, however, that there would be a significant degree of disruption to our business as we move through the transition, which did have an impact on our performance in the back half of the year. The magnitude of the transformation was enormous and touched all parts of our business.
We've essentially blown all of our corporate support services platforms up, including technology, accounting, human resources and the like, and rebuilt a new leaner version, and at all of our hotels, new systems have been installed or some of them are about to be installed.
Now over the years, we have talked about organizational culture as a driver of competitive advantage. And as you can appreciate, our strategic shift caused a ton of distress for the psyche of our workforce. But the goal line is in sight, and we have arrived at this point intact and ready for an exciting future, notwithstanding the fact that we have disrupted a lot of folks' lives along the way.
In spite of these multiple distractions, overall our business performed as we expected in the fourth quarter, from both a top and bottom line perspective. From a profitability standpoint, when you adjust for the roughly $31 million REIT conversion costs and $5 million of base management fees this quarter, our CCF was ahead of our fourth quarter of last year. This was also against a backdrop of what was a very strong CCF performance in the fourth quarter of 2011, and a record CCF year overall. RevPAR was also flat compared to last year, although we saw a minor decrease in total RevPAR as a result of the decline in outside-of-the-room spend, which was partially driven by a less favorable group room night mix, as we adjusted to fill some of the Hurricane Sandy cancellations.
Adjusting for the impact of REIT conversion costs and base management fees, our fourth quarter results brought us within the upper end of our 2012 guidance range for CCF and very close to our RevPAR and total RevPAR guidance.
Now we've explained to you in the past, one area where the level of distraction associated with the transition has been felt most acutely is in the psyche of our sales team, who have been understandably focused on the future of their own jobs as the Gaylord organization is being integrated with Marriott.
Now with that said, given the circumstances, we felt our room night production in the fourth quarter was extremely solid. Though, for clear reasons, marginally down on the same period last year. However, for the full year of 2012, we booked 1.94 million gross room nights, which was an increase over our impressive 2011 volumes.
Now, I know many of you are eager to hear an update on what we are seeing in terms of hotel level and corporate synergies, and what we're expecting regarding revenue enhancements as a clearer picture begins to emerge post-transition. We'll be providing you additional detail concerning these items on Friday at our Investor and Analyst Day in Washington. But what we can tell you is that the transition continues to be smooth and pretty much in line with the way we expected it to be.
Now given our strong balance sheet and the profit dynamic of our company, in December, we announced our dividend policy, where we plan to pay, at a minimum, a quarterly cash dividend to shareholders an amount equal to at least 50% of adjusted funds from operations, known as AFFO, or 100% of REIT taxable income, whichever is the greater.
In addition, we also communicated that our board authorized a share repurchase program for up to $100 million of the company's common stock. Now we announced these efforts to provide clarity on how we view capital deployment and ensure shareholders that our focus is to maximize shareholder value.
Now, we're going to provide more specifics around dividend expectations and how we're thinking about '13 guidance when we are together on Friday.
This is the second time in a decade that we have reinvented this company. We spent the last 10 years creating a brand with a tremendous amount of value. And we were able to monetize the brand through the REIT conversion process. Our management agreements with Marriott allow us to eliminate a lot of cost in our business, as well as providing new revenue-enhancing channels. We have emerged as an enterprise with the ability to generate strong free cash flow, a lean cost structure, an enviable balance sheet and a shareholder-focused capital deployment strategy. Whilst this past year has been difficult in many ways, I'm very confident in the direction we are heading and excited about the growth prospects ahead.
Now, one investor asked me the question earlier this morning about why no guidance in this call, and I just -- there's no mystery here. I just want to explain to you all very quickly the process. On Thursday, in Washington, we'll be holding our regularly scheduled board meeting. We do this, this time of the year and we've done it this way for the last 10 years. And we'll be having our board approve our first annual plan as a REIT that has been recently submitted to us by Marriott. This will, of course, set the parameters for our guidance that we'll be sharing with you on Friday, that I've already said earlier. We'll also be discussing with you our dividend policy for the first quarter and we will -- I'm confident that we'll be expressing to you a specific dollar sum, as well as direction for the year, which we will also discuss in great detail.
So I look forward to meeting with many of you on Thursday evening and Friday in Washington. And we can then talk about the whole story and how excited we are about the future. And with that, let me hand over to Mark to give you a little bit of color on the financials. Mark?