1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
Commission file number 1-13079
GAYLORD ENTERTAINMENT COMPANY (*)
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 73-0664379
- ------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Gaylord Drive
Nashville, Tennessee 37214
- ---------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
(615) 316-6000
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X (**)
---- -----
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of October 31, 1997
----- ----------------------------------
Common Stock, $.01 par value 32,490,037 shares
- -------------------------
* Formerly known as New Gaylord Entertainment Company.
** The Registrant has been a reporting company under the Securities
Exchange Act of 1934 since August 30, 1997. For certain purposes,
including sales of restricted securities and sales by affiliates under
Rule 144, the registrant is deemed to have been a reporting company
for at least 90 days.
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GAYLORD ENTERTAINMENT COMPANY
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
INDEX
PAGE NO.
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Part I - Financial Information
Item 1. Financial Statements 3
Condensed Consolidated Statements of Income -
For the Three Months Ended September 30, 1997 and 1996 4
Condensed Consolidated Statements of Income -
For the Nine Months Ended September 30, 1997 and 1996 5
Condensed Consolidated Balance Sheets -
September 30, 1997 and December 31, 1996 6
Condensed Consolidated Statements of Cash Flows -
For the Nine Months Ended September 30, 1997 and 1996 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 19
Part II - Other Information
Item 1. Legal Proceedings 20
Item 2. Changes in Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits and Reports on Form 8-K 20
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Part I - Financial Information
Item 1.
FINANCIAL STATEMENTS
The condensed consolidated financial statements include the accounts of Gaylord
Entertainment Company and subsidiaries (the "Company") and have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures are adequate to make the financial information presented not
misleading. In the opinion of management, all adjustments necessary for a fair
statement of the results of operations for the interim periods have been
included. The results of operations for such interim periods are not necessarily
indicative of the results for the full year.
On October 1, 1997, the Company's former parent ("Old Gaylord") consummated a
transaction with Westinghouse Electric Corporation ("Westinghouse") and G
Acquisition Corp., a wholly owned subsidiary of Westinghouse ("Sub"), pursuant
to which Sub was merged (the "Merger") with and into Old Gaylord, with Old
Gaylord continuing as the surviving corporation and a wholly owned subsidiary of
Westinghouse. Prior to the Merger, Old Gaylord was restructured (the
"Restructuring") so that Old Gaylord transferred all of its assets and
liabilities, other than those comprising its cable networks business (consisting
primarily of The Nashville Network and the U.S. and Canadian operations of
Country Music Television, and certain other related businesses, collectively
referred to as the "Cable Networks Business") to the Company. Following the
Restructuring, and on the day prior to the effective time of the Merger, Old
Gaylord distributed (the "Distribution") pro rata to its stockholders all of the
outstanding capital stock of the Company.
For accounting purposes, the condensed consolidated financial statements
contained herein include Old Gaylord and its subsidiaries, including the
Company, prior to the Merger. The net assets of the Cable Networks Business
acquired by Westinghouse in the Merger are reflected as a charge against
retained earnings as of September 30, 1997. It is suggested that these condensed
consolidated financial statements be read in conjunction with the audited
consolidated financial statements and the notes thereto included in Old
Gaylord's Annual Report on Form 10-K for the year ended December 31, 1996, and
the Company's Registration Statement on Form 10, as amended, which documents
have been filed with the Securities and Exchange Commission.
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GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
1997 1996
--------- ---------
Revenues $ 245,481 $ 205,011
Operating expenses:
Operating costs 159,044 125,972
Selling, general and administrative 43,732 33,645
Merger costs 22,645 --
Restructuring charge 13,654 --
Depreciation and amortization 14,460 13,942
--------- ---------
Operating income (loss) (8,054) 31,452
Interest expense (5,809) (6,021)
Interest income 5,847 5,771
Other gains (losses) (1,399) (704)
--------- ---------
Income (loss) before provision (benefit) for income taxes (9,415) 30,498
Provision (benefit) for income taxes (51,731) 10,065
--------- ---------
Net income $ 42,316 $ 20,433
========= =========
Net income per share $ 1.30 $ 0.63
========= =========
Weighted average shares outstanding, including equivalent shares 32,604 32,650
========= =========
Dividends per share $ 0.300 $ 0.270
========= =========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
1997 1996
---- ----
Revenues $680,285 $553,148
Operating expenses:
Operating costs 418,680 333,432
Selling, general and administrative 131,193 96,384
Merger costs 22,645 --
Restructuring charge 13,654 --
Depreciation and amortization 42,706 35,228
-------- --------
Operating income 51,407 88,104
Interest expense (20,733) (13,574)
Interest income 17,561 17,039
Other gains (losses) 141,210 72,178
-------- --------
Income before provision for income taxes and cumulative
effect of accounting change 189,445 163,747
Provision for income taxes 16,581 60,028
-------- --------
Income before cumulative effect of accounting change 172,864 103,719
Cumulative effect of accounting change, net of taxes (7,537) --
-------- --------
Net income $165,327 $103,719
======== ========
Income (loss) per share:
Income before cumulative effect of accounting change $ 5.31 $ 3.18
Cumulative effect of accounting change (0.23) --
-------- --------
Net income $ 5.08 $ 3.18
======== ========
Weighted average shares outstanding, including equivalent shares 32,526 32,637
======== ========
Dividends per share $ 0.900 $ 0.784
======== ========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Sept. 30, Dec. 31,
ASSETS 1997 1996
--------- --------
Current assets:
Cash $ 11,692 $ 13,720
Trade receivables, less allowance of $3,601 and
$3,276, respectively 91,107 108,702
Inventories 31,726 15,436
Other assets 37,369 49,414
---------- ----------
Total current assets 171,894 187,272
---------- ----------
Property and equipment, net of accumulated depreciation 582,806 640,319
Intangible assets, net of accumulated amortization 70,779 39,363
Investments 73,111 66,037
Long-term notes and interest receivable 228,031 203,514
Other assets 21,393 45,743
---------- ----------
Total assets $1,148,014 $1,182,248
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ -- $ 37,350
Accounts payable and accrued liabilities 144,959 122,947
Income taxes payable 4,779 3,669
---------- ----------
Total current liabilities 149,738 163,966
---------- ----------
Long-term debt 385,631 326,059
Deferred income taxes 42,229 117,947
Other liabilities 31,401 46,466
Minority interest 934 14,847
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 100,000 shares authorized,
no shares issued or outstanding -- --
Common stock, $.01 par value, 150,000 shares authorized,
32,485 shares issued and outstanding at September 30, 1997 325 --
Class A common stock, $.01 par value, 300,000 shares authorized,
44,987 shares issued, 44,687 shares outstanding at December
31, 1996 -- 450
Class B common stock, $.01 par value, 150,000 shares authorized,
51,684 shares issued and outstanding at December 31, 1996 -- 517
Additional paid-in capital 492,373 483,287
Retained earnings 43,174 39,494
Treasury stock -- (5,938)
Other stockholders' equity 2,209 (4,847)
---------- ----------
Total stockholders' equity 538,081 512,963
---------- ----------
Total liabilities and stockholders' equity $1,148,014 $1,182,248
========== ==========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
1997 1996
---- ----
Cash Flows from Operating Activities:
Net income $ 165,327 $ 103,719
Amounts to reconcile net income to net cash flows
provided by operating activities:
Cumulative effect of accounting change, net of taxes 7,537 --
Write-down of television program rights 11,740 --
Depreciation and amortization 42,706 35,228
Deferred income taxes (70,919) (3,490)
Noncash interest income (16,701) (14,912)
Gain on sale of television stations (144,259) (73,850)
Changes in:
Trade receivables (14,948) (15,831)
Accounts payable and accrued liabilities 42,962 (6,265)
Other, net (7,151) (8,948)
--------- ---------
Net cash flows provided by operating activities 16,294 15,651
--------- ---------
Cash Flows from Investing Activities:
Purchase of Word Entertainment (120,017) --
Proceeds from sale of television stations, net of direct selling costs paid 155,469 98,544
Purchases of property and equipment (36,349) (96,643)
Payment upon disposal of Fiesta Texas partnership interest -- (12,976)
Investments in, advances to and distributions from affiliates, net (10,150) (5,699)
Other, net (14,843) (5,052)
--------- ---------
Net cash flows used in investing activities (25,890) (21,826)
--------- ---------
Cash Flows from Financing Activities:
Repayment of long-term debt (149,762) (37,838)
Proceeds from issuance of long-term debt 420 --
Net borrowings under revolving credit agreements 176,169 71,010
Purchase of treasury stock (1,709) --
Proceeds from exercise of stock options 11,467 1,231
Dividends paid (29,017) (25,307)
--------- ---------
Net cash flows provided by financing activities 7,568 9,096
--------- ---------
Net change in cash (2,028) 2,921
Cash, beginning of period 13,720 12,062
--------- ---------
Cash, end of period $ 11,692 $ 14,983
========= =========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
1. WESTINGHOUSE MERGER
On October 1, 1997, the Company's former parent ("Old Gaylord") consummated a
transaction with Westinghouse Electric Corporation ("Westinghouse") and G
Acquisition Corp., a wholly owned subsidiary of Westinghouse ("Sub"), pursuant
to which Sub was merged (the "Merger") with and into Old Gaylord, with Old
Gaylord continuing as the surviving corporation and a wholly owned subsidiary of
Westinghouse. Prior to the Merger, Old Gaylord was restructured (the
"Restructuring") so that certain assets and liabilities that were part of Old
Gaylord's hospitality, attractions, music, television and radio businesses,
including all of its long term debt, as well as the Country Music Television
cable networks outside of the United States and Canada ("CMT International") and
the management of and option to acquire 95% of Z Music, Inc., were transferred
to or retained by the Company. As a result of the Restructuring and the Merger,
substantially all of the assets of Old Gaylord's cable networks business,
consisting primarily of The Nashville Network and the U.S. and Canadian
operations of Country Music Television, and certain other related businesses
(collectively, the "Cable Networks Business") and its liabilities to the extent
that they arose out of or related to the Cable Networks Business, were acquired
by Westinghouse.
Following the Restructuring, and on the day prior to the effective time of the
Merger, Old Gaylord distributed (the "Distribution") pro rata to its
stockholders all of the outstanding capital stock of the Company. As a result of
the Distribution, each holder of record of the Class A Common Stock, $0.01 par
value, and Class B Common Stock, $0.01 par value (collectively, the "Old Gaylord
Common Stock"), of Old Gaylord on the record date for the Distribution received
a number of shares of Common Stock, $0.01 par value, of the Company equal to
one-third the number of shares of Old Gaylord Common Stock held by such holder.
Cash was distributed in lieu of any fractional shares of the Company's common
stock. Treasury stock of $7,647 held by Old Gaylord immediately prior to the
Merger was retired. The cost of the treasury stock in excess of par value was
charged to additional paid-in capital. All per share amounts in the condensed
consolidated financial statements have been restated to reflect the
Restructuring and Distribution.
At the time of the Merger, the book value of the net assets of the Cable
Networks Business was $132,630, which has been reflected in the condensed
consolidated financial statements as a charge against retained earnings. A
summary of the net assets distributed is as follows:
Cash $ 7,481
Accounts receivable, net 67,033
Other current assets 20,332
Property and equipment, net 53,386
Intangible assets, net 31,148
Other assets 10,532
Accounts payable and accrued expenses (35,855)
Long-term debt (4,605)
Minority interest (15,048)
Other liabilities (1,774)
--------
Net assets of Cable Networks Business $132,630
========
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Revenues of the Cable Networks Business were $86,416 and $77,815 for the three
months ended September 30, 1997 and 1996, respectively, and were $264,463 and
$240,150 for the nine months ended September 30, 1997 and 1996, respectively.
Depreciation and amortization of the Cable Networks Business was $3,291 and
$2,666 for the three months ended September 30, 1997 and 1996, respectively, and
was $9,589 and $7,753 for the nine months ended September 30, 1997 and 1996,
respectively. Operating income of the Cable Networks Business was $25,458 and
$23,703 for the three months ended September 30, 1997 and 1996, respectively,
and was $78,312 and $70,861 for the nine months ended September 30, 1997 and
1996, respectively. The operating results of the Cable Networks Business are
included in the Company's operating results through September 30, 1997.
In connection with the Merger, Restructuring and Distribution, the Company
recognized nonrecurring merger costs and a restructuring charge in the third
quarter of 1997 of $22,645 and $13,654, respectively. Merger costs include
professional and registration fees, debt refinancing costs, and incentive
compensation associated with the Merger. The Company recognized merger costs of
$1,363 related to restricted stock issued under stock option and incentive plans
which vested at the time of the Merger. The restructuring charge includes
estimated costs for employee severance and termination benefits of $6,500, asset
write-downs of $3,653, and other costs associated with the restructuring of
$3,501. As of September 30, 1997, the Company has recorded charges of $6,154
against the restructuring accrual, which is included in accounts payable and
accrued liabilities in the condensed consolidated balance sheet, of which $1,529
represents actual cash expenditures and $4,625 represents non-cash asset
write-downs and other restructuring costs. The Company expects the restructuring
to be completed in the next six months and to be funded from the Company's cash
flows from operating activities.
2. INCOME (LOSS) PER SHARE
The computations of income (loss) per share are based on the weighted average
number of common and equivalent (stock options) shares deemed, for accounting
purposes, to be outstanding during the periods. The share amounts used in the
computation of income (loss) per share for the three months ended September 30,
1997 and 1996 were 32,604,000 and 32,650,000, respectively, and for the nine
months ended September 30, 1997 and 1996 were 32,526,000 and 32,637,000,
respectively. All per share amounts in the condensed consolidated financial
statements have been restated to reflect the Restructuring and Distribution.
Statement of Financial Accounting Standards No. 128, "Earnings per Share",
("SFAS 128"), has been issued and is effective for fiscal periods ending after
December 15, 1997. SFAS 128 establishes standards for computing and presenting
earnings per share. The Company is required to adopt the provisions of SFAS 128
in the fourth quarter of 1997. Under the standards established by SFAS 128,
earnings per share is measured at two levels: basic earnings per share and
diluted earnings per share. Basic earnings per share is computed by dividing net
income by the weighted average number of common shares outstanding during the
year. Diluted earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding after considering the
additional dilution related to stock options. On a pro forma basis as if the
Company had adopted SFAS 128, basic earnings per share would have been $1.30 and
$0.63 for the three months ended September 30, 1997 and 1996, respectively, and
$5.13 and $3.22 for the nine months ended September 30, 1997 and 1996,
respectively. Diluted earnings per share as if SFAS 128 had been adopted would
have been unchanged from the reported amounts for the three months ended
September 30, 1997 and 1996 and for the nine months ended September 30, 1997 and
1996.
3. SALE OF TELEVISION STATION
In June 1997, the Company sold KSTW, its Tacoma-Seattle, Washington television
station, for $160,000 in cash. The sale resulted in a pretax gain of $144,259,
which is included in other gains (losses) in the condensed consolidated
statements of income. The Company utilized the net proceeds from the sale to
reduce outstanding indebtedness.
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4. ACQUISITION OF WORD ENTERTAINMENT
In January 1997, the assets of Word Entertainment ("Word") were purchased for
approximately $120,000 in cash, which is subject to a final working capital
adjustment. The purchase price included approximately $40,000 of working
capital. The acquisition was financed through borrowings under a revolving
credit agreement and has been accounted for using the purchase method of
accounting. The operating results of Word have been included in the condensed
consolidated financial statements from the date of acquisition. The excess of
purchase price over the fair values of the net assets acquired has been
preliminarily estimated at approximately $61,000 and has been recorded as
goodwill, which is being amortized on a straight-line basis over 40 years. The
purchase price allocation has been completed on a preliminary basis, subject to
adjustment should new or additional facts about Word become known.
The following unaudited pro forma information presents a summary of consolidated
results of the combined operations of the Company and Word for the three months
ended September 30, 1996 and for the nine months ended September 30, 1996, as if
the acquisition had occurred on January 1, 1996:
Three Months Nine Months
Ended Ended
Sept. 30, Sept. 30,
1996 1996
------------ -----------
Revenues $233,132 $614,908
======== ========
Net income $ 21,051 $ 96,901
======== ========
Net income per share $ 0.64 $ 2.97
======== ========
These unaudited pro forma results have been prepared for comparative purposes
only and include certain adjustments, including additional amortization expense
as a result of goodwill and other intangible assets, increased interest expense
on acquisition debt, and an adjustment to the provision for income taxes for
such items. The pro forma amounts are not necessarily indicative of what the
actual consolidated results of operations might have been if the acquisition had
occurred on January 1, 1996, or of future results of operations of the
consolidated entities.
5. ACCOUNTING CHANGE
Effective January 1, 1997, a change in the method of accounting for preopening
expenses on new ventures was adopted to expense these costs as incurred. Prior
to 1997, preopening expenses were deferred and amortized over five years on a
straight-line basis. The first quarter of 1997 has been restated to record a
$7,537 charge, net of taxes, as the cumulative effect of this accounting change.
This change did not have a significant impact on results of operations before
the cumulative effect of this accounting change for the nine months ended
September 30, 1997. On a pro forma basis, this change would have decreased net
income by $2,623, or $0.08 per share, for the nine months ended September 30,
1996.
6. LONG-TERM DEBT
Pursuant to the Restructuring, the Company assumed all of Old Gaylord's
long-term indebtedness, including Old Gaylord's obligations under a revolving
credit facility entered into by Old Gaylord in August 1997 (the "1997 Credit
Facility"). The lenders under the 1997 Credit Facility are a syndicate of banks
with NationsBank of Texas, N.A. acting as agent (the "Agent"). The maximum
amount that can be borrowed under the 1997 Credit Facility is $600,000. The
final maturity of the 1997 Credit Facility is July 2002. The 1997 Credit
Facility is unsecured and is guaranteed by certain of the Company's
subsidiaries.
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Amounts outstanding under the 1997 Credit Facility bear interest at a rate, at
the Company's option, equal to either (i) the higher of the Agent's prime rate
or the federal funds rate plus 0.5%, or (ii) LIBOR plus a margin ranging from
0.4% to 1% depending on the Company's ratio of debt to capitalization or debt
ratings. In addition, the Company is required to pay a commitment fee ranging
between 0.125% and 0.25% per year, also depending on the ratio of debt to
capitalization or debt ratings, on the average unused portion of the 1997 Credit
Facility, as well as an annual administrative fee.
The 1997 Credit Facility requires the Company to maintain certain financial
ratios and minimum stockholders' equity levels and subjects the Company to
limitations on, among other things, mergers and sales of assets, additional
indebtedness, capital expenditures, investments, acquisitions, liens, and
transactions with affiliates.
Old Gaylord prepaid the remaining $90,000 of its outstanding fixed-rate senior
notes as well as its $21,000 term loan during the third quarter of 1997 by
utilizing borrowings under its revolving line of credit.
7. WRITE-DOWN OF TELEVISION PROGRAM RIGHTS
During the third quarter of 1997, the Company recorded a charge to operations of
$11,740 for the write-down to net realizable value of certain program rights at
television station KTVT. This write-down relates primarily to movie packages and
certain syndicated programming whose value has been impaired by an operating
decision to purchase more first-run programming and is included in operating
costs in the condensed consolidated statements of income.
8. INCOME TAXES
During the third quarter of 1997, the Company recorded a deferred tax benefit of
$68,992 related to the revaluation of certain reserves as a result of the
Restructuring and Merger.
9. SUBSEQUENT EVENT
During the fourth quarter of 1997, the Company signed a letter of agreement with
The Mills Corporation to create a partnership to develop a $200,000
entertainment/retail complex located on land currently used for the Opryland
theme park. The Company will hold a one-third interest in the partnership. In
conjunction with this agreement, the Company announced plans to close the
Opryland theme park at the end of the 1997 operating season. The Company expects
to record a pretax nonrecurring charge related to the closing of the Opryland
theme park in the fourth quarter of 1997 of approximately $45,000 to $50,000.
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESTRUCTURING AND MERGER
On October 1, 1997, the Company's former parent ("Old Gaylord") consummated a
transaction with Westinghouse Electric Corporation ("Westinghouse") and G
Acquisition Corp., a wholly owned subsidiary of Westinghouse ("Sub"), pursuant
to which Sub was merged (the "Merger") with and into Old Gaylord, with Old
Gaylord continuing as the surviving corporation and a wholly owned subsidiary of
Westinghouse. Prior to the Merger, Old Gaylord was restructured (the
"Restructuring") so that certain assets and liabilities that were part of Old
Gaylord's hospitality, attractions, music, television and radio businesses,
including all of its long term debt, as well as the Country Music Television
cable networks outside of the United States and Canada ("CMT International") and
the management of and option to acquire 95% of Z Music, Inc., were transferred
to or retained by the Company. As a result of the Restructuring and the Merger,
substantially all of the assets of Old Gaylord's cable networks business,
consisting primarily of The Nashville Network ("TNN") and the U.S. and Canadian
operations of Country Music Television ("CMT"), and certain other related
businesses (collectively, the "Cable Networks Business") and its liabilities to
the extent that they arose out of or related to the Cable Networks Business,
were acquired by Westinghouse.
Following the Restructuring, and on the day prior to the effective time of the
Merger, Old Gaylord distributed (the "Distribution") pro rata to its
stockholders all of the outstanding capital stock of the Company. As a result of
the Distribution, each holder of record of the Class A Common Stock, $0.01 par
value, and Class B Common Stock, $0.01 par value (collectively, the "Old Gaylord
Common Stock"), of Old Gaylord on the record date for the Distribution received
a number of shares of Common Stock, $0.01 par value, of the Company equal to
one-third the number of shares of Old Gaylord Common Stock held by such holder.
Cash was distributed in lieu of any fractional shares of the Company's common
stock. Treasury stock of $7.6 million held by Old Gaylord immediately prior to
the Merger was retired. The cost of the treasury stock in excess of par value
was charged to additional paid-in capital. All per share amounts in the
condensed consolidated financial statements have been restated to reflect the
Restructuring and Distribution.
At the time of the Merger, the book value of the net assets of the Cable
Networks Business was $132.6 million, which has been reflected in the condensed
consolidated financial statements as a charge against retained earnings.
Revenues of the Cable Networks Business were $86.4 million and $77.8 million for
the three months ended September 30, 1997 and 1996, respectively, and were
$264.5 million and $240.2 million for the nine months ended September 30, 1997
and 1996, respectively. Depreciation and amortization of the Cable Networks
Business was $3.3 million and $2.7 million for the three months ended September
30, 1997 and 1996, respectively, and was $9.6 million and $7.8 million for the
nine months ended September 30, 1997 and 1996, respectively. Operating income of
the Cable Networks Business was $25.5 million and $23.7 million for the three
months ended September 30, 1997 and 1996, respectively, and was $78.3 million
and $70.9 million for the nine months ended September 30, 1997 and 1996,
respectively. The operating results of the Cable Networks Business are included
in the Company's operating results through September 30, 1997. For accounting
purposes, the financial information contained herein includes Old Gaylord and
its subsidiaries, including the Company, prior to the Merger.
SALE OF TELEVISION STATION
In June 1997, the Company sold KSTW, its Tacoma-Seattle, Washington television
station, for $160.0 million in cash. The sale resulted in a pretax gain of
$144.3 million, which is included in other gains (losses) in the condensed
consolidated statements of income. The Company utilized the net proceeds from
the sale to reduce outstanding indebtedness.
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WORD ENTERTAINMENT ACQUISITION
In January 1997, the assets of Word Entertainment ("Word") were purchased for
approximately $120.0 million in cash, which is subject to a final working
capital adjustment. The purchase price included approximately $40.0 million of
working capital. The acquisition was financed through borrowings under a
revolving credit agreement and has been accounted for using the purchase method
of accounting. The operating results of Word have been included in the condensed
consolidated financial statements from the date of acquisition. The excess of
purchase price over the fair values of the net assets acquired has been
preliminarily estimated at approximately $61.0 million and has been recorded as
goodwill, which is being amortized on a straight-line basis over 40 years. The
purchase price allocation has been completed on a preliminary basis, subject to
adjustment should new or additional facts about Word become known.
BUSINESS SEGMENTS
The Company operates in the following business segments: hospitality and
attractions; broadcasting and music; and cable networks. The hospitality and
attractions segment primarily consists of the Opryland Hotel, the Opryland theme
park and other Nashville-based attractions. The broadcasting and music segment
includes the Company's television stations, radio stations, music publishing
business, and Word. The cable networks segment primarily consists of TNN, CMT
and CMT International. The Company's unallocated corporate expenses are reported
separately.
13
14
RESULTS OF OPERATIONS
The following table contains unaudited selected summary financial data for the
three month and nine month periods ended September 30, 1997 and 1996 (amounts in
thousands, except operating data). The table also shows the percentage
relationships to total revenues and, in the case of segment operating income,
its relationship to segment revenues.
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------------------- ----------------------------------------
1997 % 1996 % 1997 % 1996 %
---- --- ---- --- ---- --- ---- ---
Revenues:
Hospitality and attractions $107,364 43.7 $100,963 49.2 $262,020 38.5 $232,916 42.1
Broadcasting and music 48,726 19.9 23,534 11.5 145,188 21.4 72,745 13.2
Cable networks 89,391 36.4 80,514 39.3 273,077 40.1 247,487 44.7
-------- ----- -------- ----- -------- ----- -------- -----
Total revenues 245,481 100.0 205,011 100.0 680,285 100.0 553,148 100.0
-------- ----- -------- ----- -------- ----- -------- -----
Operating expenses:
Operating costs 159,044 64.8 125,972 61.5 418,680 61.5 333,432 60.3
Selling, general & administrative 43,732 17.8 33,645 16.4 131,193 19.3 96,384 17.4
Merger costs 22,645 9.2 -- -- 22,645 3.3 -- --
Restructuring charge 13,654 5.6 -- -- 13,654 2.0 -- --
Depreciation and amortization:
Hospitality and attractions 8,339 8,947 24,134 20,827
Broadcasting and music 1,588 1,127 5,281 3,269
Cable networks 3,680 3,056 10,752 8,797
Corporate 853 812 2,539 2,335
-------- ----- -------- ----- -------- ----- -------- -----
Total depreciation and amortization 14,460 5.9 13,942 6.8 42,706 6.3 35,228 6.4
-------- ----- -------- ----- -------- ----- -------- -----
Total operating expenses 253,535 103.3 173,559 84.7 628,878 92.4 465,044 84.1
-------- ----- -------- ----- -------- ----- -------- -----
Operating income (loss):
Hospitality and attractions 18,126 16.9 13,759 13.6 34,445 13.1 29,452 12.6
Broadcasting and music (4,514) (9.3) 4,506 19.1 6,069 4.2 14,437 19.8
Cable networks 22,310 25.0 20,117 25.0 67,587 24.8 63,532 25.7
Merger costs (22,645) -- -- -- (22,645) -- -- --
Restructuring charge (13,654) -- -- -- (13,654) -- -- --
Corporate (7,677) -- (6,930) -- (20,395) -- (19,317) --
-------- ---- -------- ----- -------- ---- -------- -----
Total operating income (loss) $ (8,054) (3.3) $ 31,452 15.3 $ 51,407 7.6 $ 88,104 15.9
======== ==== ======== ===== ======== ==== ======== =====
Nine Months Ended
September 30,
----------------------------------------
Operating data: 1997 1996 % change
- --------------- ---- ---- --------
Hospitality and attractions:
Opryland Hotel:
Occupancy rate 83.9% 83.8%
Average guest room rate $134.19 $129.31 3.8
Opryland theme park:
Attendance (in thousands) 1,492 1,583 (5.7)
Revenue per guest $29.16 $29.07 0.3
Cable networks:
Number of U.S. subscribers (in thousands):
The Nashville Network 70,779 67,041 5.6
Country Music Television 41,453 35,906 15.4
14
15
PERIODS ENDED SEPTEMBER 30, 1997 COMPARED TO PERIODS ENDED SEPTEMBER 30, 1996
Revenues
Total Revenues - Total revenues increased $40.5 million, or 19.7%, to $245.5
million in the third quarter of 1997, and increased $127.1 million, or 23.0%, to
$680.3 million in the first nine months of 1997, a substantial portion of which
was attributable to the acquisition of Word. Excluding the revenues of Word
subsequent to the date of the Word acquisition, total revenues increased $10.3
million, or 5.0%, to $215.3 million in the third quarter of 1997, and increased
$50.1 million, or 9.1%, to $603.2 million in the first nine months of 1997. The
increases are primarily attributable to the expansion of the Opryland Hotel in
the hospitality and attractions segment and continued growth in the cable
networks segment.
Hospitality and Attractions - Revenues in the hospitality and attractions
segment increased $6.4 million, or 6.3%, to $107.4 million in the third quarter
of 1997, and increased $29.1 million, or 12.5%, to $262.0 million for the first
nine months of 1997. Opryland Hotel revenues increased $32.0 million, or 23.2%,
to $169.7 million in the first nine months of 1997 principally because of the
hotel expansion. The hotel's occupancy rate increased to 83.9% in the first nine
months of 1997 compared to 83.8% in the first nine months of 1996. The hotel
sold 632,200 rooms in the first nine months of 1997 compared to 560,700 rooms
sold in the same period of 1996 reflecting a 12.8% increase over 1996. The
hotel's average guest room rate increased to $134.19 in the first nine months of
1997 from $129.31 in the first nine months of 1996. At September 30, 1997, the
hotel's advanced bookings were approximately $1 billion of future revenues at
current rates with a significant portion of these advanced bookings relating to
the next three years.
Broadcasting and Music - Revenues increased $25.2 million, or 107.0%, to $48.7
million in the third quarter of 1997, and increased $72.4 million, or 99.6%, to
$145.2 million for the first nine months of 1997. Excluding the revenues of Word
subsequent to the date of the Word acquisition, broadcasting and music revenues
decreased $5.0 million, or 21.3%, to $18.5 million in the third quarter of 1997,
and decreased $4.6 million, or 6.3%, to $68.1 million for the first nine months
of 1997. The decreases for the third quarter and first nine months of 1997 are
primarily the result of the June 1997 sale of television station KSTW.
Cable Networks - Revenues increased $8.9 million, or 11.0%, to $89.4 million in
the third quarter of 1997, and increased $25.6 million, or 10.3%, to $273.1
million for the first nine months of 1997. Advertising revenues increased 6.8%
during the third quarter of 1997 and increased 8.7% for the first nine months of
1997 at TNN. Subscriber revenues at TNN increased 7.4% in the third quarter of
1997 and 6.8% for the first nine months of 1997 as the number of U.S.
subscribers increased to 70.8 million in September 1997 from 67.0 million in
September 1996. Revenues related to CMT increased 34.3% in the third quarter of
1997 and 26.6% for the first nine months of 1997 due to growth in both
advertising and subscriber revenues. CMT subscribers increased to 41.5 million
in September 1997 from 35.9 million in September 1996. CMT International
revenues increased $1.3 million, or 17.4%, to $8.6 million in the first nine
months of 1997.
Operating Expenses
Total Operating Expenses - Total operating expenses increased $80.0 million, or
46.1%, to $253.5 million in the third quarter of 1997 and increased $163.8
million, or 35.2%, to $628.9 million for the first nine months of 1997, a
substantial portion of which was attributable to the acquisition of Word and the
nonrecurring charges discussed below. A portion of the increase is also due to
corporate total operating expenses, consisting primarily of senior management
salaries and benefits, legal, human resources, accounting, data processing and
other administrative costs, which increased $0.7 million to $7.7 million in the
third quarter of 1997, and increased $1.1 million to $20.4 million in the first
nine months of 1997.
15
16
Operating Costs - Operating costs increased $33.1 million, or 26.3%, to $159.0
million in the third quarter of 1997 and increased $85.2 million, or 25.6%, to
$418.7 million in the first nine months of 1997. During the third quarter of
1997, the Company recorded a nonrecurring charge to operations of $11.7 million
for the write-down to net realizable value of certain program rights at
television station KTVT. This write-down relates primarily to movie packages and
certain syndicated programming whose value has been impaired as a result of the
operating decision to purchase more first-run programming. Excluding the
write-down of television program rights, operating costs, as a percentage of
revenues, decreased slightly to 59.8% during the first nine months of 1997 as
compared to 60.3% during the first nine months of 1996. Excluding the write-down
of television program rights at KTVT and the operating costs of Word subsequent
to the date of the Word acquisition, operating costs increased $3.7 million, or
3.0%, in the third quarter of 1997 and increased $27.3 million, or 8.2%, in the
first nine months of 1997. The increases are attributable to increased operating
costs at the Opryland Hotel of $17.6 million for the first nine months of 1997
primarily related to the hotel expansion. In addition, operating costs increased
during the first nine months of 1997 due to the continued growth in the cable
networks segment, including a $5.0 million increase in Westinghouse commissions
at TNN, a $4.8 million increase in programming costs at TNN, and a $3.0 million
increase in operating costs related to the expansion of CMT International
including increased costs for a 24-hour transponder for CMT International's
European operations. These increases were partially offset by decreases in
operating costs for the first nine months of 1997 of $5.4 million at KSTW, which
was sold in June 1997.
Selling, General and Administrative - Selling, general and administrative
expenses increased $10.1 million, or 30.0%, to $43.7 million in the third
quarter of 1997 and increased $34.8 million, or 36.1%, to $131.2 million for the
first nine months of 1997. Selling, general and administrative expenses, as a
percentage of revenues, increased to 19.3% in the first nine months of 1997 from
17.4% in the first nine months of 1996. Excluding the selling, general and
administrative expenses of Word subsequent to the date of the Word acquisition,
selling, general and administrative expenses increased $1.9 million, or 5.7%, in
the third quarter of 1997 and $10.1 million, or 10.5%, for the first nine months
of 1997. The increases are primarily attributable to higher promotional expenses
related to CMT and CMT International of $2.3 million and $1.6 million,
respectively, for the first nine months of 1997. In addition, administrative
costs increased $2.7 million at the Opryland Hotel during the first nine months
of 1997 primarily because of the hotel expansion. Selling and administrative
expenses also increased $2.2 million in the first nine months of 1997 as a
result of the expansion of the NASCAR Thunder Stores, which were acquired by
Westinghouse in the Merger.
Depreciation and Amortization - Depreciation and amortization increased $0.5
million, or 3.7%, to $14.5 million in the third quarter of 1997 and increased
$7.5 million, or 21.2%, to $42.7 million for the first nine months of 1997.
Excluding the depreciation and amortization related to Word subsequent to the
date of the Word acquisition, depreciation and amortization decreased $0.2
million to $13.7 million in the third quarter of 1997 and increased $5.3 million
to $40.5 million for the first nine months of 1997. The increase for the first
nine months of 1997 is primarily attributable to increased depreciation and
amortization expense of $3.1 million related to the expansion of the Opryland
Hotel.
Merger Costs and Restructuring Charge - In connection with the Merger,
Restructuring and Distribution, the Company recognized nonrecurring merger costs
and a restructuring charge in the third quarter of 1997 of $22.6 million and
$13.7 million, respectively. Merger costs include professional and registration
fees, debt refinancing costs, and incentive compensation associated with the
Merger. The Company recognized merger costs of $1.4 million related to
restricted stock issued under stock option and incentive plans which vested at
the time of the Merger. The restructuring charge includes estimated costs for
employee severance and termination benefits of $6.5 million, asset write-downs
of $3.7 million, and other costs associated with the restructuring of $3.5
million. As of September 30, 1997, the Company has recorded charges of $6.2
million against the restructuring accrual, which is included in accounts payable
and accrued liabilities in the condensed consolidated balance sheet, of which
$1.6 million represents actual cash expenditures and $4.6 million represents
non-cash asset write-downs and other restructuring costs. The Company expects
the restructuring to be completed in the next six months and to be funded from
the Company's cash flows from operating activities.
16
17
Operating Income
Total Operating Income - Total operating income decreased $39.5 million to an
operating loss of $8.1 million in the third quarter of 1997 and decreased $36.7
million to $51.4 million for the first nine months of 1997. Excluding the
write-down of television program rights at KTVT, merger costs and restructuring
charge, and the operating income of Word subsequent to the date of the Word
acquisition, total operating income increased $4.9 million to $36.3 million in
the third quarter of 1997 and increased $7.4 million to $95.5 million for the
first nine months of 1997. The increase in operating income in the hospitality
and attractions segment for the first nine months of 1997 is primarily related
to greater operating income generated by the Opryland Hotel. Excluding the
write-down of television program rights at KTVT and the impact of Word's
operating income subsequent to the date of the Word acquisition, the
broadcasting and music segment operating income decreased slightly for the first
nine months of 1997. The cable networks segment increase reflects continued
growth of TNN and CMT, which was offset, in part, by increased operating losses
associated with CMT International's expansion. The operating losses of CMT
International increased to $10.7 million in the first nine months of 1997 from
$7.3 million in the first nine months of 1996.
Interest Expense
Interest expense decreased $0.2 million to $5.8 million in the third quarter of
1997 and increased $7.2 million to $20.7 million for the first nine months of
1997. The increase is attributable to higher average debt levels, due primarily
to the financing of the Word acquisition. The Company utilized the net proceeds
from the sale of KSTW in June 1997 to reduce outstanding indebtedness. The
Company's weighted average interest rate on its borrowings was 6.6% in the first
nine months of 1997 compared to 6.9% in the first nine months of 1996.
Interest Income
Interest income increased $0.1 million to $5.8 million in the third quarter of
1997 and increased $0.5 million to $17.6 million in the first nine months of
1997. Interest income primarily results from noncash interest income earned on a
long-term note receivable.
Other Gains (Losses)
In June 1997, the Company sold KSTW, its Tacoma-Seattle, Washington television
station, for $160.0 million in cash. The sale resulted in a pretax gain of
$144.3 million, which is included in other gains (losses) in the condensed
consolidated statements of income.
In January 1996, the Company sold KHTV, its Houston, Texas television station,
for $97.8 million, including certain working capital and other adjustments of
approximately $4.3 million. The sale resulted in a pretax gain of $73.9 million
which is included in other gains (losses) in the condensed consolidated
statements of income.
Income Taxes
The provision for income taxes was a benefit of $51.7 million for the third
quarter of 1997, which included a nonrecurring deferred tax benefit of $69.0
million related to the revaluation of certain reserves as a result of the
Restructuring and Merger, compared to a provision of $10.1 million for the third
quarter of 1996. The provision for income taxes was $16.6 million for the first
nine months of 1997 compared to $60.0 million for the first nine months of 1996.
The effective tax rate on income before provision for income taxes and
cumulative effect of accounting change was 8.8% for the first nine months of
1997 compared to 36.7% for the first nine months of 1996, due to the deferred
tax benefit discussed above.
17
18
Accounting Change
Effective January 1, 1997, a change in the method of accounting for preopening
expenses on new ventures was adopted to expense these costs as incurred. Prior
to 1997, preopening expenses were deferred and amortized over five years on a
straight-line basis. The first quarter of 1997 has been restated to record a
$7.5 million charge, net of taxes, as the cumulative effect of this accounting
change. This change did not have a significant impact on results of operations
before the cumulative effect of this accounting change for the nine months ended
September 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Pursuant to the Restructuring, the Company assumed all of Old Gaylord's
long-term indebtedness, including Old Gaylord's obligations under a revolving
credit facility entered into by Old Gaylord in August 1997 (the "1997 Credit
Facility"). The lenders under the 1997 Credit Facility are a syndicate of banks
with NationsBank of Texas, N.A. acting as agent (the "Agent"). The maximum
amount that can be borrowed under the 1997 Credit Facility is $600 million. The
final maturity of the 1997 Credit Facility is July 2002. The 1997 Credit
Facility is unsecured and is guaranteed by certain of the Company's
subsidiaries.
Amounts outstanding under the 1997 Credit Facility bear interest at a rate, at
the Company's option, equal to either (i) the higher of the Agent's prime rate
or the federal funds rate plus 0.5%, or (ii) LIBOR plus a margin ranging from
0.4% to 1% depending on the Company's ratio of debt to capitalization or debt
ratings. In addition, the Company is required to pay a commitment fee ranging
between 0.125% and 0.25% per year, also depending on the ratio of debt to
capitalization or debt ratings, on the average unused portion of the 1997 Credit
Facility, as well as an annual administrative fee.
The 1997 Credit Facility requires the Company to maintain certain financial
ratios and minimum stockholders' equity levels and subjects the Company to
limitations on, among other things, mergers and sales of assets, additional
indebtedness, capital expenditures, investments, acquisitions, liens, and
transactions with affiliates.
Old Gaylord prepaid the remaining $90 million of its outstanding fixed-rate
senior notes as well as its $21 million term loan during the third quarter of
1997 by utilizing borrowings under its revolving line of credit.
The purchase of Word for approximately $120 million was financed through
borrowings under a revolving line of credit. The proceeds from the sale of KSTW
in 1997 were used to reduce indebtedness. At October 31, 1997, the Company had
approximately $212 million in available borrowing capacity under the 1997 Credit
Facility.
The Company currently projects capital expenditures of approximately $45 million
for 1997, approximately $36.3 million of which had been spent as of September
30, 1997. The Company's management believes that the net cash flows from
operations, together with the amount expected to be available for borrowing
under the 1997 Credit Facility, will be sufficient to satisfy anticipated future
cash requirements of the Company on both a short-term and long-term basis.
SEASONALITY
Certain of the Company's businesses are subject to seasonal fluctuation. Many of
the operations in the hospitality and attractions segment are either closed or
operate on a limited basis during the first quarter of the year and conduct most
of their business during the summer tourism season. The first calendar quarter
is also the weakest quarter for most television and radio broadcasters,
including the Company, as advertising revenues are lower in the post-Christmas
period. Revenues in the music business are also typically weakest in the first
calendar quarter following the Christmas buying season.
18
19
RECENT DEVELOPMENTS
During the fourth quarter of 1997, the Company signed a letter of agreement with
The Mills Corporation to create a partnership to develop a $200 million
entertainment/retail complex located on land currently used for the Opryland
theme park. The Company will hold a one-third interest in the partnership. In
conjunction with this agreement, the Company announced plans to close the
Opryland theme park at the end of the 1997 operating season. The Company expects
to record a pretax nonrecurring charge related to the closing of the Opryland
theme park in the fourth quarter of 1997 of approximately $45 million to $50
million.
FORWARD-LOOKING STATEMENTS/RISK FACTORS
This Form 10-Q contains certain forward-looking statements regarding, among
other things, the anticipated financial and operating results of the Company.
Investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release any modifications or revisions to these
forward-looking statements to reflect events or circumstances occurring after
the date hereof or to reflect the occurrence of unanticipated events.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions investors that future
financial and operating results may differ materially from those projected in
forward-looking statements made by, or on behalf of, the Company. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results, performance, or achievements of
the Company to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. The
Company's future operating results depend on a number of factors which were
derived utilizing numerous assumptions and other important factors that could
cause actual results to differ materially from those projected in
forward-looking statements. These factors, many of which are beyond the
Company's control, include the continued growth in the popularity of country
music and country lifestyles; growth in the popularity of Christian music and
family values lifestyles; the ability to negotiate definitive agreements and
control costs relating to the restructuring of the Opryland theme park; the
ability to integrate the operations of Word into the Company's business; the
advertising market in the United States in general and in the Company's local
television and radio markets in particular; the perceived attractiveness of
Nashville, Tennessee, as a convention and tourist destination; consumer tastes
and preferences for the Company's programming and other entertainment offerings;
competition; and consolidation in the broadcasting and cable distribution
industries.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable
19
20
Part II - Other Information
Item 1. LEGAL PROCEEDINGS
Inapplicable
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In connection with the Distribution and the Merger, the
Company amended and restated its certificate of incorporation
to, among other things, (i) authorize one class of common
stock, $0.01 par value, of the Company (the "Common Stock"),
(ii) increase the authorized number of shares of Common Stock
to 150,000,000 shares, and (iii) convert the 1,000 shares of
Company common stock, $100.00 par value, then outstanding into
the 32,485,402 shares of Common Stock issued to the Old
Gaylord stockholders in the Distribution. The Company did not
receive any proceeds from the Distribution.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Inapplicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable
Item 5. OTHER INFORMATION
Inapplicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Index to Exhibits following the Signatures page.
(b) A Current Report on Form 8-K, dated October 7, 1997,
reporting the completion of the Merger and the
Distribution was filed with the Securities and Exchange
Commission.
20
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GAYLORD ENTERTAINMENT COMPANY
Date: November 13, 1997 By: /s/ Terry E. London
---------------------- ---------------------------------------
Terry E. London
President, Chief Executive Officer, and
Chief Financial Officer
21
22
INDEX TO EXHIBITS
PAGE NO.
--------
27 Financial Data Schedule (for SEC use only)
5
1,000
9-MOS
DEC-31-1997
JAN-01-1997
SEP-30-1997
11,692
0
94,708
3,601
31,726
171,894
582,806
0
1,148,014
149,738
385,631
0
0
325
537,756
1,148,014
680,285
680,285
0
628,878
0
0
20,733
189,445
16,581
172,864
0
0
(7,537)
165,327
5.08
0
