Marriott Vacations Worldwide Corporation

Thank you, Alicia. Welcome to the Marriott Vacations Worldwide Second Quarter 2012 Earnings Conference Call.

I am joined today by Steve Weisz, President and CEO; and John Geller, Executive Vice President and CFO.

I do need to remind everyone that many of our comments today are not historical facts and are considered forward-looking statements under federal securities laws. These statements are subject to numerous risks and uncertainties as described in our SEC filings, which could cause future results to differ materially from those expressed in or implied by our comments.

Forward-looking statements in the press release that we issued this morning, along with our comments on this call, are effective only today, July 26, 2012, and will not be updated as actual events unfold.

Throughout the call, we will make references to non-GAAP financial information. You can find a reconciliation of non-GAAP financial measures referred to in our remarks and the schedules attached to our press release, as well as the Investor Relations page on our website at www.mvwc.com.

I will now turn it over to Steve Weisz, President and CEO of Marriott Vacations Worldwide.

Thanks, Jeff. Good morning, everyone, and thank you for joining our second quarter 2012 earnings call.

This morning, I'll provide an overview of our second quarter results and update you on our strategies and initiatives that we've been executing since our spinoff. I'll then return the call over to John, who will review our financial results in more detail.

Then we'll open the call up for your questions.

Total gross contract sales for the company increased 3% to $168 million in the second quarter, carried by our core North American vacation ownership business. In North America, contract sales increased 10%, and volume per guest, or VPG, was up 14%, continuing the strength we saw in the first quarter.

While 2 accounts are down slightly year-over-year as we focus on our most profitable sales channels, we have seen improvement in both pricing and closing efficiency. As a result, our development margin continues to increase, and we are on track to achieve our 2012 goal of over 12%.

As I've said before, we believe our new points-based product is very appealing to our customers, as evidenced by the number of weeks owners who have already enrolled in the new program. Since the rollout of the program in mid-2010, more than 120,000 or approximately 1/3 of our owners who are eligible to enroll have done so, adding roughly 208,000 weeks or nearly 45% of eligible weeks in the program.

This past quarter was one of our strongest quarters for enrollments since we launched this product, as we enrolled an additional 22,000 owners or 32,000 weeks into the program, due mainly to the end of the introductory enrollment pricing that was offered until the beginning of the summer.

As a reminder, these enrollments further augment our recurring revenue stream in the form of additional annual club dues that we will receive going forward.

Our rental business continues to improve as well, with rental revenues net of expenses increasing $3 million from the second quarter of 2011, from both higher rental revenues and lower unsold maintenance fees. With an additional 5% of inventory available to rent, as owners elected to bank their current year usage or exchange their points for alternative using -- usage options, transient keys rented increased 11% in the quarter, reflecting continued strong demand for our product.

We expect our rental business to continue to outperform the prior year over the remainder of 2012. However, we recognize that rental results are typically stronger in the first half of the year, in large part due to seasonality.

In our financing business, subsequent to the end of the second quarter, we completed our first notes receivable securitization as an independent public company. This was one of our strongest securitizations ever, with our offering being significantly oversubscribed.

We securitized $250 million of vacation ownership loans with a 95% advance rate and a weighted average interest rate of 2.625%. The success of this transaction underscores the strength of the brand and the quality of the underlying notes receivable.

The securitization clearly demonstrated our continued ability to successfully monetize notes we originate.

Moving on to other segments, contract sales in Asia Pacific were relatively flat. However, bottom line results grew as we saw a development margin improve, mainly resulting from the closure of certain higher-cost, off-site sales locations since the second quarter of last year.

As we mentioned on the last earnings call, on-site sales locations have proven to be much more efficient sales channels for us than off-site sales locations. As a result, we continue to evaluate the performance of our off-site sales locations, while focusing on capital-efficient inventory acquisitions in exciting new locations that will also provide new cost-effective, on-site sales and marketing opportunities.

In our Europe segment, our focus continues on selling through our remaining inventory over the next 2 years. While the European economy is certainly not in our favor right now, we have recently strengthened the value proposition for this segment by now allowing European weeks owners to enroll in the North American points-exchange program, providing them with a more flexible and expansive product and allowing us to continue to grow our recurring revenue streams.

In the Luxury segment, you may have heard about some actions that we are taking at the Ritz-Carlton Club and Residences at Kapalua Bay, a project we manage in Hawaii. The developer of the project is a third party in which we have a minority stake, and our minority investment was written off in 2009.

Unfortunately, the lenders on the project have filed foreclosure action against the developer's interest in the project. Further, the management company for the project, which is a subsidiary of ours, has not been paid since June, and we understand that the associations do not have sufficient funds to continue to operate the project in accordance with Ritz-Carlton brand standards.

In light of this, we have provided notice that we will be deflagging the resort in early September. There is always a possibility that a workout between the developer and the lenders might be achieved that could preempt the deflagging, but there is no assurance that a workout will occur.

Please rest assured that we are exploring ways to mitigate the impact of this situation to our valued Ritz-Carlton members, as well as standing by in the event a workout can be achieved.

In regards to the overall Luxury segment strategy, we have added inventory from our Ritz-Carlton projects in Vail into the North American points program, as we discussed during our first quarter call. We have also made the decision to place most of the remaining unsold Luxury inventory into the North American points program as well.

We feel this strategy provides our North American owners with significantly more vacation options to choose from, while allowing us to monetize our Luxury inventory faster, thereby reducing our near-term real estate inventory spending needs in North America. In addition, it will align with our strategy to continue to reduce the maintenance fees on unsold inventory.

We've also announced to our Luxury fractional members that they too will have access to the North American points exchange program sometime in the first quarter of 2013. In preparation for their participation in the program, we plan to add options such as luxury cruises, private home exchange and numerous other experiences provided through outside partners that align with our Luxury segment members' vacation expectations.

At a corporate level, you may recall that although we spun-off from Marriott International last November, we continue to leverage them for certain technology, human resources and other administrative services through transitional service agreements. Our plan is to complete our separation over the next 18 months and establish the appropriate infrastructure and systems necessary to support a company of our size.

With this transition and reorganization, we will require upfront investment, but we expect these efforts to drive substantial long-term cost savings. We continue to finalize these plans, and we assure more information around costs and ongoing savings next quarter.

As it relates to our disposition of excess land and luxury inventory, we are receiving interest on listed parcels and are continuing to prepare the remaining sites to be listed on the market.

At The Abaco Club at Winding Bay, our Luxury project in the Bahamas, we have announced that we are deflagging the resort, effectively unencumbering the remaining land to increase the flexibility of its use, which we expect will attract potential buyers that otherwise would find the site too limiting with its current use and design. We are working through entitlement and preparation issues for our remaining larger parcels which, once complete, will represent all of what we consider to be excess land listed with brokers.

To recap, we are extremely pleased with the continued strength in our overall business results, and particularly in our margin improvement efforts today. Given our current projections for cash flows for 2012, we are increasing our adjusted free cash flow guidance by $45 million to $130 million to $145 million for the year.

John will provide a bit more context around that increase in a few moments.

As we are executing well on our strategic initiatives, we are reaffirming our 2012 guidance and continue to expect to be at the higher end of the range for adjusted EBITDA.

And with that, I'll turn the call over to John.

Thank you, Steve, and good morning to everybody on the call this morning. Our performance in the second quarter continued to build on many of the positive themes we saw in the first quarter.

North America continued to be the key driver of our results, with this segment once again generating strong year-over-year performance. Efforts continued on selling to our Luxury and European inventory.

We saw better development margins and rental results continued to improve year-over-year.

In the second quarter, total company contract sales increased $5 million or 3% to $168 million. These results included strong growth in North America, where contract sales increased $13 million or 10% to $141 million.

This was partially offset by lower volumes, primarily in our Luxury segment, where we started transitioning to selling our remaining inventory through our North America points program, and to a lesser extent, by softer sales in Europe and the closing of certain off-site sales locations in Asia to drive margin improvement.

In North America, our strong contract sales performance reflected 14% growth in VPG to nearly $3,000, driven by a 2 percentage point improvement in closing efficiency and a 3% improvement in pricing. As Steve mentioned, our tour count is down slightly from 2011, as we continue to reduce tour volumes in some of our higher-cost sales channels to drive our improving development margin.

Total company reported development margin improved over 500 basis points to 11.2% from the prior year. However, similar to what we saw in the first quarter, the second quarter was impacted by revenue reportability comparisons year-over-year, which negatively impacted reported margins by roughly 200 basis points.

Reportability in the quarter was impacted by certain finance sales in our North America segment, which had not yet met the down payment requirements for revenue recognition as of the end of the quarter.

As I mentioned last quarter, revenue reportability affects quarter-to-quarter earnings. However, on an annual basis, we do not expect a material impact year-over-year.

After adjusting for reportability, total company development margin improved 690 basis points to 12.8% in the second quarter. We have provided supplemental information on Schedules A-12 through A-15 in the earnings release that illustrates the impact of revenue reportability on the development margins for the total company as well as for North America.

Growth in the company's adjusted development margin continued to be driven by improvements in both marketing and sales costs and the cost of vacation ownership products. Marketing and sales drove 3 percentage points of improvement primarily from higher closing efficiency and lower costs.

The margin associated with the cost of vacation ownership products improved over 5 percentage points in the second quarter, with 3 of those points or approximately $3 million resulting from a favorable product cost true-up and the remainder being driven by a favorable mix of lower-cost inventory being sold.

As it relates to our North America segment, our adjusted development margin improved over 800 basis points to 17.3%. Over 1/2 of that improvement was driven by marketing and sales, with the remainder coming from improvement in vacation ownership products.

On a reported basis, our North America development margin improved 600 basis points to 15.4% in the quarter. As you can see, we are well on our way to achieving our 2012 total company development margin goal of 12% or higher and our North America development margin goal of 15% or higher.

through unsold inventory, which we still own and control; through our owners' banking their points from 1 year to the next; and also when owners exchange their inventory for other usage options, whether that be through our explorer program or from Marriott rewards points to use at Marriott hotels worldwide.

In the second quarter, we experienced a 5% increase in available rental inventory as more of our owners chose to exchange their points for alternative usage options. With strong overall demand for our product, transient keys rented increased 11%, generating over $6 million of higher rental revenues.

When combined with $2 million of higher revenues from our Plus Points program, total revenues increased $8 million year-over-year. Total rental costs increased $6 million, reflecting higher operating costs in support of the higher rental revenues, offset by $1 million reduction in unsold maintenance fees.

On a net basis, our rental business generated $2 million, which was $3 million higher than last year. And looking ahead, we expect our rental business to continue to outperform the prior year for the remainder of 2012.

We continue to see favorable results in our resort management and other services business. For the quarter, revenues net of expenses were $13 million or $3 million higher than the second quarter of 2011, and margins improved nearly 4 percentage points over the last year.

Results included over $1 million of higher management fees, over $1 million from higher revenues net of expenses from our ancillary businesses and nearly $1 million from higher enrollments in the North America points program. This business continues to provide a steady stream of revenues and improved margin for us.

Turning to our financing business, revenues net of expenses decreased $4 million year-over-year, as our notes receivable portfolio continues to burn off faster than we are originating new notes. However, the big story was the completion of our first notes receivables securitization as an independent public company subsequent to the end of the second quarter.

This was one of our strongest securitizations ever, selling $250 million of loans at a 95% advance rate and a weighted average interest rate of 2.625%, which is a historical low for our company.

After transaction costs, cash reserves and the repayment of approximately $100 million outstanding under our warehouse credit facility, we generated approximately $132 million of net cash proceeds.

Our Asia Pacific segment generated adjusted segment results of $1 million versus a loss of $4 million this time last year. While contract sales were lower by $1 million, results reflected lower cost of vacation ownership products from a favorable mix of inventory being sold, as well as reduced marketing and sales costs resulting from the shutdown of less-efficient, off-site sales centers in the region subsequent to the second quarter of last year.

As we stated in our first quarter call, growth in our Asia Pacific segment is predicated upon acquiring inventory in locations that provide a strong, on-site sales presence.

In Europe, our sellout strategy remains on track. Our second quarter adjusted financial results were breakeven, $3 million below prior year, due mainly to the impact of lower contract sales.

Despite a challenging environment, we are hopeful that with the expansion of the North America points-based exchange program to our European owners, segment results will improve as we strive towards selling out most of our remaining inventory over the next 2 years.

In our Luxury segment, adjusted segment results reflected a loss of $3 million, which was in line with the prior year. The second quarter results include its stronger performance from our resort management and rental businesses, which were offset by lower development margin, due mainly to last year's second quarter benefiting from a notes receivable reserve true-up associated with improved default and delinquency activity.

We are making significant progress towards our strategy in the Luxury segment by selling Luxury inventory through our North America points program, expanding the points program to our Ritz-Carlton fractional members and continuing our efforts to dispose of excess land and inventory. These efforts will help drive significant improvements in this segment as we reduce maintenance fees on unsold inventory.

Turning to our balance sheet and liquidity position, we continue to further strengthen our balance sheet position and drive strong cash flows. At the end of the quarter, cash and cash equivalents totaled $83 million.

Inventory balances continued to decline, down $52 million since the end of last year. And since the end of 2011, total debt outstanding declined by $136 million to $714 million, which consists primarily of $711 million of nonrecourse debt associated with secured vacation ownership notes.

Subsequent to the end of the second quarter, as I mentioned earlier, we securitized $250 million of vacation ownership notes receivable providing us with an additional $132 million of net cash flows. Given the strength of our recent notes receivable securitization and projected higher cash flows from operating activities, we are raising our guidance range for adjusted free cash flow by $45 million to $130 million to $145 million for the year.

The higher operating cash flows reflect the impact of a higher percentage of cash sales and reduced real estate inventory spending, as we plan to sell existing Luxury inventory to our North America points program, allowing us to defer development spending.

And wrapping this quarter up, let me summarize by saying that we are very pleased with our overall results, with strong performance once again coming from our key North America segment, continued refinements within our Luxury, Europe and Asia Pacific segments that we believe position us well for the future, continued development margin improvement from both lower product cost and more efficient marketing and sales spending, and last but not least, our ability to drive cash flow and further strengthen our balance sheet. While we recognize that there is still a significant amount of work to continue growing and refining our business, we are excited with the progress to date and look forward to updating you on continued improvements next quarter.

As always, we appreciate your interest in Marriott Vacations Worldwide.

And with that, we will now open the call up for Q&A. Alicia?

Just have 3 questions. First, can you just give a little bit more color on the decline in tours in North America?

I know you're trying to go after a higher-quality customer, but does this put you in a little bit of a problem? Are you -- are there enough customers that are of high-enough quality for you to go after to, at some point, regain that tour growth?

Second, just on the land sales. I know you have some going on.

Can you just maybe comment on the level of interest, if it's up to where you thought it would be in terms of price or people low-balling you? Are there some serious offers out there?

And then second, just on the inventory spend. What were you going to spend?

And then how much would that reduce by, in your expectation, for what you're going to spend now?

Okay, Eli. This is Steve.

I'll take the first 2 and we'll let John talk about the inventory side of things. On the decline of tours, to be honest, this is still some continuing work that we're doing, looking at every single marketing channel that we have and trying to understand where we get the highest yield out of these tours.

We could have more tours if we wanted them. To be honest with you, as we continue to focus on margin improvement, we're deciding that where we want to put the biggest amount of emphasis is in the high-yield channels.

So it's not an issue about -- could we get more tours? Yes.

It's where we see the profitability coming out of those tours, which is where we're really trying to focus. Secondly, as it relates to land sales, again, we're still relatively early on in the process.

We have had some meaningful interest on several of the parcels. And I would characterize how people are viewing the value of those parcels as being within reason to what we believe is the appropriate value is.

As I'm sure you're aware, the sense of urgency about buying raw land today is probably not as great as it was a number of years ago, so it may take us a while to get through this. But as we've said many times, our goal here is to dispose of this land at a -- what we think is a fair value, not do something on a fire-sale basis.

But I'm reasonably encouraged by what I see. As far as the inventory, John?

Yes. We had total development inventory spend, Eli.

It was, if I recall, around $150 million for the year. There's probably some expense cost in that number too.

That's not necessarily all capitalized. But the improvement we're getting off of that with some of the decisions we've made here in Ritz-Carlton is call it about $25 million to $30 million.

So that upside is what we'll see this year. It'll also help in future years.

But given where we're at in some of the existing developments, you'll get it all, not necessarily just this year.

So what would you expect over the next couple of years in terms of cash inventory spend as you go out?

Yes. I don't have the numbers.

We're not providing with anything around next year yet. But when we get closer to the end of the year, we'll be able to give you a little more guidance on that.

First question. You just talked about 2Q being one of the strongest quarters, I think, for enrollment of existing members and that you'd come to the end of the introductory offer for transitioning to points.

Does that have an implication for margins or VPG going forward, given that I think that, I think, that sort of upgrade activity typically carries a higher margin? Is there anything we need to be aware of?

I'm not sure sort of how big that was in terms of the sales. And then just a question on Kapalua.

I know you've written this off, but are there any financial implications or financial risks we need to be aware of? Is the loss of the management fee material?

And is there any sort of financial liability to the Ritz-Carlton members that you might have, or any risks there?

Yes. On the -- I'll take the enrollment question here first, in terms of the impact going forward.

The enrollment fee was fairly modest, call it $600. With that, our owners for enrolling got some single-use fee, what we call Plus Points.

So from a revenue perspective, a lot of that enrollment fee was getting classified down in rental income as people use their Plus Points. The offset is, going forward, if we don't make that inventory available for Plus Points, we'll be able to rent it.

So there should be really no impact there. I think the upside with the enrollment is the ongoing club dues that gets paid.

So that runs, call it $175 a year once people enroll, and that's an annual. And so with those enrollments, that gets spread over the years.

So we're still seeing the improvement in terms of revenues as well as margin. As those enrollments start to get recognized, the club dues gets recognized going forward.

So I don't really see any downside on the enrollment, and there's still some upside going forward.

Yes, and let me just add to that, Chris. This is Steve.

I think part of the surge, for lack of a better word, that we saw in the second quarter was really that we had already always intended to have an end date to the introductory pricing about enrollment. I think people saw -- that were kind of sitting on the fence saw that the price was going to go up materially.

So that's what caused them to kind of pull the trigger in the second quarter. Having said that, we continue to enroll people every single day.

After that, it's just at a higher price point. So I don't think there's going to be any meaningful impact with things such as VPG or other.

And on Kapalua Bay, we actually today have about a $10 million reserve on our books related to Kapalua Bay that should handle any other additional exposures. So we don't necessarily see any impact from a P&L perspective going forward.

But as Steve mentioned in his comments, we are hopeful and active in hopefully working something out here. We've been working with the developer to work something out with the lenders that hopefully will be able to preserve the Ritz-Carlton presence there in Kapalua Bay.

But no guarantees there. And we're doing our best to get to a good conclusion.

Great. And then one more question.

Can you just dig into the increase on a free cash flow guidance, mostly from the cash flow from operations? And I'm guessing the securitization, but just give some more color there.

Sure, sure. If you look at where we were at before, call it $85 million to $100 million, we were expecting slightly higher financing propensity year-over-year.

And what's actually happened is our financing propensity has been running a little bit lower than we anticipated, so you get more cash sales. So most -- about half of your upside in that guidance is just really the fact that we're getting more cash.

Now, the securitization activity, if you look at our adjustments to free cash flow, is broken out separately. So with the lower financing propensity, we had less notes to securitize.

However, based on our expectations of advance rate, we did much better on the advance rate, so we were able to make up some of the downside in terms of the securitization proceeds with a better advance rate. And then the other piece of the upside, call it as in operating activities, is our inventory spend.

As I mentioned earlier, we're probably getting, call it $25 million or so of less inventory spend this year because of some of the moves we're making with the Ritz-Carlton inventory.

On the rental revenues line, I'm just wondering what's the transient keys, I think you said were up 11% in the quarter. I'm just wondering, what's the main driver for owners banking their points?

And it seems like the past couple of quarters, it's increased quite a bit.

Yes, there's really 2 major factors that come into play there. First of this -- which is I believe you are aware of the fact of the explorer component that we have put in place with the introduction of our North American destination club, which allows people to take their points that they might normally use to go stay at one of our resorts, and in fact convert them to another kind of vacationing opportunity.

It might be a cruise, it might be a tour of Italy, it might be a Safari, wine tour, et cetera, et cetera. We have been pleasantly surprised with the number of people that have chosen to elect that option, which has in turn given us -- the way the process works, they give us their points back, we give them their vacationing opportunity, then we monetize those points through rental activity.

And the great news is that the rental demand has been commensurate to what we've gotten in terms of the incremental supply. The second piece of that is, there are some people that -- one of the advantages of our program is, if you don't think you're going to be able to use all of your points for vacationing in this current year, you can choose to bank your points into next year.

In the same fashion, you can also choose to borrow from next year to add the points this year for a larger vacation or a longer vacation or a different type of vacation. So when people bank their points, then that in turn gives us inventory that we can rent as well.

So it's those 2 factors that have contributed to the incremental number of keys available, and in turn, how we've run it.

Okay. And then you talked about the effect of moving the -- or adding the Luxury inventory to the points program?

How much will that impact lower maintenance fees in the rental segment?

Well, as we've, I think, communicated previously, the unsold maintenance fees from the Luxury inventory are approximately $15 million a year. So as we move that inventory into the North American points trust, as that inventory gets sold, which we believe will be at a faster pace than if we were continuing to sell the inventory under our traditional Ritz-Carlton sales platform, we believe it accelerates the timing by which that inventory gets sold.

And then if inventory gets sold, then the unsold maintenance fee liability goes away. So we actually believe that we will see an increase in velocity of Ritz-Carlton sales, whereby the unsold land-use fees will roll off faster.

Let me also add that there's 2 other meaningful advantages to taking that Ritz-Carlton inventory and putting it in the North American trust. One of the things is that we now have a lot of great destinations in the North American trust that a year before didn't exist.

It's an outstanding property. So our North American points owners will have the ability to access that, albeit at a higher point value.

And the other point that was made earlier is that as we move that inventory into the North American trust, it generates points, which in fact pushes back our need for capital spending to add new inventory into North American points to support our sales growth.

The only point I'd add, just on a timing perspective, Tim. If this real estate needs to be deeded into the trust, there's always real estate in there.

That deeding process can take several months. And then since it is timeshare, it's a registered product.

Once it gets deeded in, it needs to get registered. And you have to go to all the different states, and there's, call it another 5 or 6 months there.

And then there's obviously build-completed inventory ahead of that in the trust. So we're going to move quickly to get it in.

It won't be instantaneous. And our unsold maintenance fees don't go away until it's -- you really sold through the trust.

So there's a little bit of a lag once we get it into the trust and it gets to the point of sale.

And, Tim, this is Steve. Let me add just one other point I neglected to mention is that -- is, of course, that beginning in the first quarter of next year, when we have the ability for our Ritz-Carlton owners to in fact exchange into our North American trust, to use that inventory, obviously, it opens up a lot more vacation destinations for them as well.

And then one other question on capital allocation. You took up your cash flow guidance.

It sounds like by moving the inventory into the trust, you can sell inventory faster and that should lead to more cash flow sooner. Do you -- have you developed an outline or a plan for how you think about capital allocation?

And where do share repurchases and dividends come in? How do you plan to use this extra cash that you have?

Well, I imagined that question might come forward given the very positive cash flow news that we shared with you earlier this morning. And at the risk of sounding like a broken record, I'll reiterate kind of what we said before.

Clearly, the objective of our company is to try to continue to grow in a very cost-efficient and accretive way for our shareholders. As we see opportunities to spend that cash that would meet our investment criteria and give us the kind of return profile that we're looking for, that would be our first priority.

If, in fact, those needs have been met and there is sufficient and excess cash to -- that we have on our balance sheet, we'll take the appropriate steps to meet with our board and talk about return of capital to our shareholders. That might take the form of dividends.

It might take the form of a share repurchase. But it would certainly be far too soon for us to make that kind of assessment at this point.

And how's the acquisition pipeline? If there...

Well, I think, we continue to -- we do get phone calls, we continue to make phone calls. Obviously, it would not be prudent on our part to kind of disclose things that may be in various stages of discussion at this point in time.

Rest assured if we have something to share, we'll certainly make it a point to do so even if it's before an earnings call, we'll give them something through an 8-K or whatever.

Thank you, Alicia. Well, just a kind of a sum up.

We are very pleased with the momentum we've generated so far in 2012. We look forward to reporting our progress on future calls.

And I want to thank you again for your participation on our call today and your continued interest in Marriott Vacations Worldwide. And finally, to everybody on the call and your families, enjoy your next vacation.

Thank you very much.