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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2002
GAYLORD ENTERTAINMENT COMPANY
| Delaware | 001-10881 | 730383730 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| One Gaylord Drive | ||
| Nashville, Tennessee | 37214 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (615) 316-6000
| Item 7. Financial Statements and Exhibits | ||||||||
| Item 9. Regulation FD Disclosure | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| PRESS RELEASE | ||||||||
| SLIDE PRESENTATION | ||||||||
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Item 7. Financial Statements and Exhibits
(c) Exhibits
| 99.1 Press Release dated February 20, 2002. | |
| 99.2 Slide presentation for analyst conference, dated February 20, 2002. |
Item 9. Regulation FD Disclosure
On February 20, 2002, representatives of Gaylord Entertainment Company (the “Company”) will host a conference for securities analysts at which they will make presentations using slides containing the information attached to this Form 8-K as Exhibit 99.2, which is incorporated herein by reference. A press release dated February 20, 2002 issued by the Company is attached to this report as Exhibit 99.1 and incorporated herein by reference.
The information contained in this report, including the text of the attached slide presentation, is furnished by the Company pursuant to Regulation FD promulgated by the Securities and Exchange Commission and pursuant to Item 9 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD or that the information includes material investor information that is not otherwise publicly available.
The information contained in this report, including the information contained in the attached slide presentation, is summary information that is intended to be considered in the context of the Company’s SEC filings and other public announcements it makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The text of the slides included with this report omits various graphic images in the actual slides. The Company will make copies of the actual slides, including such graphic images, available for viewing at the “Investor Relations” section of its website located at www.gaylordentertainment.com, although it reserves the right to discontinue that availability at any time.
This report contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made.
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These include the risks and uncertainties associated with economic conditions affecting the hospitality business generally, the timing of the opening of new hotel facilities, costs associated with developing new hotel facilities, business levels at the Company’s hotels, the ability to successfully complete potential divestitures, and the ability to consummate the financing for new developments. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the Securities and Exchange Commission. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.
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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 hereunto duly authorized.
| GAYLORD ENTERTAINMENT COMPANY | ||||
| Date: February 20, 2002 | By: | /s/ Carter R. Todd | ||
| Name: | Carter R. Todd | |||
| Title: | Senior Vice President and General Counsel | |||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 20, 2002. | |
| 99.2 | Slide presentation for analyst conference, dated February 20, 2002. |
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EXHIBIT 99.1 (GAYLORD ENTERTAINMENT LOGO) INFORMATION FOR RELEASE GAYLORD ENTERTAINMENT TO HOST SECURITY ANALYST MEETING FEBRUARY 20, 2002 NASHVILLE, Tenn. (February 20, 2002) - Gaylord Entertainment Company (NYSE: GET) will host a security analyst meeting on Wednesday, February 20, 2002 in Kissimmee, Florida. The slide show to be presented at the meeting will be filed with the United States Securities and Exchange Commission on Form 8-K on February 20, 2002, and will be available at the SEC's website (www.sec.gov) or at the "Investor Relations" section of the Gaylord Entertainment website located at www.gaylordentertainment.com. Gaylord Entertainment, a leading hospitality and entertainment company based in Nashville, Tennessee, owns and operates Gaylord Hotels branded properties, including the Gaylord Opryland Resort and Convention Center in Nashville, Tennessee, and the Gaylord Palms Resort and Convention Center in Kissimmee, Florida. Its entertainment brands include the Grand Ole Opry, Acuff-Rose Music Publishing, the Ryman Auditorium, the General Jackson showboat and WSM Radio. Gaylord Entertainment's stock is traded on the New York Stock Exchange under the symbol GET. For more information about the company visit www.gaylordentertainment.com. ### CONTACT: Investor Relations Contacts: DAVID KLOEPPEL, (615) 316-6101 DKLOEPPEL@GAYLORDENTERTAINMENT.COM OR SLOANE & CO. ELLIOT SLOANE, (212) 446-1860 ESLOANE@SLOANEPR.COM Media Contacts: BETH TALLENT, (615) 316-6302 BTALLENT@GAYLORDENTERTAINMENT.COM OR SLOANE & CO. DAN O'CONNOR, (212) 446-1865 DOCONNOR@SLOANEPR.COM
EXHIBIT 99.2 Gaylord Entertainment Co. Analyst Conference February 19-20, 2002 Gaylord Palms Resort & Convention Center [GAYLORD ENTERTAINMENT LOGO] Slide 1
The information contained in this slide presentation is summary information that is intended to be considered in the context of Gaylord Entertainment's SEC filings and other public announcements it makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this slide presentation, although it may do so from time to time as management believes is warranted. Any such updating may be made through the filing of reports or documents with the SEC, through press releases or through other public disclosure. This slide presentation contains statements as to the Company's beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with economic conditions affecting the hospitality business generally, the timing of the opening of new hotel facilities, costs associated with developing new hotel facilities, business levels at the Company's hotels, the ability to successfully complete potential divestitures, and the ability to consummate the financing for new developments. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the Securities and Exchange Commission. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events. [GAYLORD ENTERTAINMENT LOGO] Slide 2
Collapsed Divisional Overhead - - Divisional structure was removed - - Reorganized Hotels, Attractions and MM&E units to create one strategy group - - Initial annual cost savings of approximately $8 M July August September October November December January February 2001 2001 2001 2001 2001 2001 2002 2002 [GAYLORD ENTERTAINMENT LOGO] Slide 3
New Corporate HR Policies - - Conducted market research leading to: - Health & welfare improvements - 401k improvements - - Implemented consistent grading and titles - - Tied bonus to Company profitability - - Developed long term compensation program July August September October November December January February 2001 2001 2001 2001 2001 2001 2002 2002 [GAYLORD ENTERTAINMENT LOGO] Slide 4
Compensation Philosophy - - Externally competitive and internally equitable - - Short-term incentive compensation will be tied to individual and organizational performance with increased rewards for outstanding individual performance - - Long-term compensation will provide substantial earnings opportunities for achieving long-term goals - - The combination of long-term and annual compensation should result in total compensation that is above average for the industry provided superior long-term performance is achieved [GAYLORD ENTERTAINMENT LOGO] Slide 5
New Corporate Finance Policies - - Signature authorization - - Capital policy - 12% return target on all new investments July August September October November December January February 2001 2001 2001 2001 2001 2001 2002 2002 [GAYLORD ENTERTAINMENT LOGO] Slide 6
Non-core Assets Identified [NASHVILLE PREDATORS LOGO] [OPRY MILLS LOGO] [GET MANAGEMENT LOGO] [BASS PRO SHOPS LOGO] [COUNTRY MUSIC TELEVISION INTERNATIONAL LOGO] [WORLD ENTERTAINMENT LOGO] [GAYLORD ENTERTAINMENT LOGO] Slide 7
Non-Core Assets DISPOSED - Gaylord Digital - Word - CMTI - Pandora Films - Z Music - Gaylord Studios - GET Event TV - Sports Group - GET Productions - GET Management - MM&E Admin TO BE DISPOSED - Minority interest in Predators - Minority interest in Opry Mills Collectively, - OKC Redhawks these four are - Real Estate $300 - $400M in Value TO BE DETERMINED - Acuff-Rose - Minority interest in Bass Pro Shops [GAYLORD ENTERTAINMENT LOGO] Slide 8
Remaining Non-Core Assets - - Acuff-Rose - Music publishing business - Catalogue of 55,000 songs - Including Hank Williams Sr., Roy Orbison, and Patsy Cline - Staff of 22 writers [GAYLORD ENTERTAINMENT LOGO] Slide 9
Remaining Non-Core Assets - - Bass Pro Shops - Category killer in sporting goods and outdoor recreation - Strong growth trajectory - Solid same store sales [GAYLORD ENTERTAINMENT LOGO] Slide 10
Re-branding of Hotels - - Extensive research told us ... - Opryland has great recognition with customers that have experienced it - Non-users are not compelled to visit - Gaylord name better aligned with hotel's image - Upscale - High quality - Destination within a destination July August September October November December January February 2001 2001 2001 2001 2001 2001 2002 2002 [GAYLORD ENTERTAINMENT LOGO] Slide 11
Re-branding of Hotels [GAYLORD OPRYLAND (TM) LOGO] ------ RESORT & CONVENTION CENTER NASHVILLE [GAYLORD PALMS(TM) LOGO] ----- RESORT & CONVENTION CENTER Florida [GAYLORD OPRYLAND(TM) LOGO] ------ RESORT & CONVENTION CENTER Texas Slide 12
Gaylord Texas - - Project slowed post 9/11 - - Slowdown gave us opportunity to - Review design - Re-bid contracts - Evaluate financing opportunities - - $55M spend in 2002 - - $240M spend in 2003 - - Open by June 2004 July August September October November December January February 2001 2001 2001 2001 2001 2001 2002 2002 Slide 13
The Future Gaylord - - Hospitality - Be the premier brand in the resort convention center sector - - Opry/WSM Enterprises - Extend Opry brand and WSM distribution to provide premier country music content and entertainment [GAYLORD ENTERTAINMENT LOGO] Slide 14
Core of Hospitality Strategy - - Loyalty - Build loyalty among meeting planners - - Service - Provide exceptional service - Offer value added services such as CorporateMagic - - Distribution and Product - Create convention & exhibition oriented chain [GAYLORD ENTERTAINMENT LOGO] Slide 15
Hospitality Strategy Segment Convention & Exhibition Meeting Planners Loyalty Their Customers Service Transient Leisure Gaylord Gaylord Palms Gaylord Other Distribution Nashville Florida Texas Development Attractions [GAYLORD ENTERTAINMENT LOGO] Slide 16
Loyalty - - Strategy is to build Meeting Planner relationships through ... - Events: PCMA - Understanding Needs - Focus Groups - Database Tracking - VIP Marketing Strategy [GAYLORD ENTERTAINMENT LOGO] Slide 17
Product - - "Under One Roof" - - Unsurpassed meeting, convention & exhibition space - - Innovative regional dining options - - World class golf & spa facilities - - Exciting on-site entertainment venues [GAYLORD ENTERTAINMENT LOGO] Slide 18
Media Content Strategy WSM(AM) Opry Hee Haw Library Satellite Radio Terrestrial Radio Internet Retail/Wholesale Exportation Television TV Production ----------- WSM Cable Radio Network Opry --------- Opry ----------- Syndication Opry Tour Lifestyle ----------- Broadcast Product Channel Opry WSM --------- Licensing --------- ----------- ---- Radio Customer --------- WSM Syndication WSM (limited) Database Internet Festivals Deal - ----------------------------------------------------------------------------------------------------------------------------------- Sources - Fee - Ads - Retail - Toys - Sponsorship - Ads of Revenues - Ads - Sponsorship - Banner ads - Apparel - Concert - Retail - Other Promotion - Attendance to fairs - ----------------------------------------------------------------------------------------------------------------------------------- Impediments - Programming need - Programming - None - None - Type of - Financial deal format production - Review viability - Investment of partner required - Network strategy Slide 19
Gaylord Hotels - Group Focus Customer Breakdown [CHART] Transient 18% Group 82% Group Customer Breakdown [CHART] SMERF 15% Association 33% Corporate 52% [GAYLORD ENTERTAINMENT LOGO] Slide 20
Large Groups Drive Occupancy Year 2000 Comparison of Group Size to Hotel Occupancy [CHART] 800+ 200-800 10-200 % of Rooms 66% 23% 11% # of Groups 71 104 671 [GAYLORD ENTERTAINMENT LOGO] Slide 21
Occupancy - Known and Predictable - - Assume occupancy = 75% in a given year - 50% pre-booked before the year begins - 10% group booked in the year for the year - 15% transient - - High visibility on occupancy - - Opportunity to manage yield [GAYLORD ENTERTAINMENT LOGO] Slide 22
The Group Meeting Market Convention/Meeting/Exhibition Market [CHART] Association Corporate Incentive Meetings Meetings Travel ----------- --------- --------- 54% 38% 8% - Total market size estimated at $122 billion Source: Successful Meetings - State of the Industry 2001 Report [GAYLORD ENTERTAINMENT LOGO] Slide 23
Corporate and Association Meetings Corporate & Association Meetings Statistics [CHART] Other Conference Convention Facilities Centers Centers Hotels ---------- ---------- ---------- ------ 15% 8% 38% 39% - Gaylord Hotels product is designed to attract business that goes to Hotels & Convention Centers, an $86 Billion market. Source: Successful Meetings - State of the Industry 2001 Report [GAYLORD ENTERTAINMENT LOGO] Slide 24
GET CONSOLIDATED NET REVENUE(*) [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Gaylord Media 6.2 6.4 6.5 6.8 Gaylord Attractions 63.2 65.9 66.7 79.9 Gaylord Hotels 237.3 228.7 361.9 397.4 26% CAGR $334.6 $324.1 479.7 $523.6 (*) From continuing operations In millions ($000,000) [GAYLORD ENTERTAINMENT LOGO] Slide 25
GET Consolidated EBITDA* [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Gaylord Media (21.9) 4.2 3.5 4.1 Gaylord Corporate (29.2) (31.1) (29.4) (28.3) Gaylord Attractions (1.6) 3.4 6.1 8.8 Gaylord Hotels 74.9 59.6 93.5 112 63% CAGR $21.1 $36.1 $73.6 $96.4 In Millions ($000,000) *From continuing operations. EBITDA is before pre-opening & non-cash expenses. [GAYLORD ENTERTAINMENT LOGO] Slide 26
GET Consolidated EPS [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- EPS (4.60) (1.42) (1.37) (0.76) [GAYLORD ENTERTAINMENT LOGO] Slide 27
GET Consolidated Cash EPS* [CHART] 2000 2001 2002 2003 Cash EPS $0.24 $0.52 $1.58 $1.74 * From continuing operations Cash EPS defined as EBITDA less net cash interest expense [GAYLORD ENTERTAINMENT LOGO] Slide 28
Income Statement/ Balance Sheet complexity - - Secured forward exchange contract - $26.8 million non-cash interest expense annually - - Capitalized interest - - Straight-line accounting treatment - Ground lease payment $6.7 million - Naming rights agreement $1.0 million [GAYLORD ENTERTAINMENT LOGO] Slide 29
Secured Forward Exchange Contract ("SAILS") - - Seven year forward sale of Viacom Class-B stock - maturity May 22, 2007 - - Pre-paid loan secured by Viacom stock; stock value hedged with derivatives - - 10.9 million shares monetized at $56.0448 - - May settle contract with Viacom stock or cash at maturity - - At maturity: VIACOM CLASS-B EFFECT PRICE --------------------------------------------------------------------- Below $56.0448 - Gaylord surrenders stock or $613 M cash - No downside Between $56.0448 - Gaylord retains upside in stock up to $75.0665 and $75.6605 Above $75.6605 - Same as above except Gaylord retains 25.93% upside above $75.6605 [GAYLORD ENTERTAINMENT LOGO] Slide 30
SAILS Accounting Treatment
Pre-Bookings - A Critical Element 2002 2003 2004 ---- ---- ---- Gaylord Opryland 49.0% 41.7% 34.0% Gaylord Palms 55.0% 50.0% 36.1% [GAYLORD ENTERTAINMENT LOGO] Slide 32
Pre-booking and Projected Occupancy 2002 2003 2004 ---- ---- ---- GAYLORD OPRYLAND Pre-booked Prior to '02 49.0% 41.7% 34.0% 2002 Booking 9.0% 9.5% 10.0% 2003 Booking -- 9.0% 9.5% 2004 Booking -- -- 9.0% Total Group Occupancy 58.0% 60.2% 62.5% Transient 13.4% 12.8% 11.5% Total Occupancy 71.4% 73.0% 74.0% 2002 2003 2004 ---- ---- ---- GAYLORD PALMS Pre-booked Prior to '02 55.0% 50.0% 36.1% 2002 Booking 10.0% 6.0% 15.0% 2003 Booking -- 10.0% 6.0% 2004 Booking -- -- 10.0% Total Group Occupancy 65.0% 66.0% 67.1% Transient 9.0% 10.0% 10.9% Total Occupancy 74.0% 76.0% 78.0% [GAYLORD ENTERTAINMENT LOGO] Slide 33
Key Operating Statistics - Guidelines 1Q 2Q 3Q 4Q 2002 2003 -- -- -- -- ---- ---- Gaylord Opryland Occupancy 63-65% 66-68% 72-74% 76-78% 69-71% 73% ADR $ 143 $ 146 $ 140 $ 150 $ 145 $150 RevPAR $ 90-93 $ 96-99 $100-104 $114-117 $100-103 $109 Gaylord Palms Occupancy 68-70% 72-74% 75-78% 72-74% 72-74% 80% ADR $ 180 $ 180 $ 160 $ 190 $ 180 $200 RevPAR $122-126 $129-133 $120-125 $136-140 $130-133 $160 [GAYLORD ENTERTAINMENT LOGO] Slide 34
Hotel Economics - 2002 E Gaylord Gaylord Palms Opryland ------- -------- ADR $ 179.33 $ 146.19 Occupancy 74.2% 71.4% RevPAR $ 133.06 $ 104.44 Revenues Rooms 67,247,940 49.4% 110,206,064 50.4% F&B 47,980,318 35.3% 71,719,777 32.8% Other 20,852,369 15.3% 36,574,159 16.7% ----------- ----------- Total Revenue 136,080,627 218,500,000 Profit Rooms 50,013,792 74.4% 85,446,495 77.5% F&B 14,228,915 29.7% 19,530,534 27.2% Other 9,223,355 44.2% 10,652,357 29.1% ----------- ----------- 73,466,062 54.0% 115,629,386 52.9% EBITDA 36,500,000 26.8% 55,000,000 25.2% Target is 30% [GAYLORD ENTERTAINMENT LOGO] Slide 35
Gaylord Hotels Segment Net Revenue [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Radisson Nashville 6.7 6.6 7.4 8.1 Opryland Texas 0.8 0.2 0 0 Palms Florida 0 0 136.1 151.5 Opryland Nashville 229.9 222 218.5 237.8 EBITDA (before Pre-opening, & non-cash expenses) [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Radisson Nashville 2.1 2 2.1 2.3 Opryland Texas 0.8 0.2 0 0 Palms Florida 0 0 36.5 51.1 Opryland Nashville 72.6 57.4 55 66.6 EBITDA Margin [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Opryland Nashville 32% 26% 25% 28% Palms Florida 27% 28% Radisson Nashville 32% 30% 28% 29% [GAYLORD ENTERTAINMENT LOGO] Slide 36
Gaylord Attractions Net Revenue [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Other 17.2 10.4 11.8 12.5 Corporate Magic 13.7 23.7 20.5 31 Wildhorse Nashville 8.1 7.5 8.1 8.8 General Jackson 12.2 10.8 11.8 12.2 Grand Ole Opry 12 13.4 14.5 15.4 EBITDA [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Other (2.4) 0.9 0.7 1.1 Corporate Magic (3.2) (1.6) 0.1 1.5 Wildhorse Nashville 0.8 0.7 0.8 0.9 General Jackson 2.6 1.9 2.2 2.5 Grand Ole Opry 0.5 1.6 2.4 2.9 EBITDA Margin [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Grand Ole Opry 4.5% 11.7% 16.5% 18.8% General Jackson 21.7% 17.9% 18.7% 20.1% Wildhorse Nashville 10.2% 8.8% 9.7% 10.2% Corporate Magic (23.4%) (7.0)% 0.0% 5.0% Other (14.0%) 9.0% 6.0% 9.0% [GAYLORD ENTERTAINMENT LOGO] Slide 37
Media Segment Revenue [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Radio (WSM and WWTN) 11.8 10.6 12.7 13.7 Acuff-Rose Music 14.1 14.8 16 16.8 EBITDA [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Radio (WSM and WWTN) 1.3 0.3 0 0.2 Acuff-Rose Music 3.6 4 3.6 3.9 EBITDA Margin [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- Acuff-Rose Music 25.7% 27.3% 22.7% 23.2% Radio (WSM and WWTN) 11.0% 2.8% 0.0% 1.5% In Millions ($000,000) [GAYLORD ENTERTAINMENT LOGO] Slide 38
GET Consolidated Capital Expenditures [CHART] 2001 2002 2003 ---- ---- ---- Gaylord Hotels 285.7 135 258.1 Gaylord Attractions 8.9 1.4 2.7 Gaylord Corporate 3.3 12.1 12.1 Gaylord Media 0 0.7 0.7 $276.4 $149.3 $273.6 In Millions ($000,000) [GAYLORD ENTERTAINMENT LOGO] Slide 39
GET Consolidated Net Debt(*) [CHART] 2000 2001 2002 2003 ---- ---- ---- ---- $148.9 $396.4 $401.3 $596.4 In Millions ($000,000) (*)Excluding secured forward exchange contract & asset sales [GAYLORD ENTERTAINMENT LOGO] Slide 40
Sensitivity Analysis Credit Impact Debt/EBITDA [CHART] 2002 2003 5.4x 6.2x EBITDA/Interest [CHART] 2002 2003 3.3x 2.4x Pre asset sales [GAYLORD ENTERTAINMENT LOGO] Slide 41
Sources of Capital - - Operating cash flow - - Sell non-core assets - - Selectively monetize hotel real estate - - Leverage [GAYLORD ENTERTAINMENT LOGO] Slide 42
In Summary - - Built a solid platform for future growth - - Own great, under-exploited brands/assets - - Understand how to create value - - Developing the culture to Be A Shareholder Driven Company [GAYLORD ENTERTAINMENT LOGO] Slide 43