UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): July 29, 2004
GAYLORD ENTERTAINMENT COMPANY
| Delaware | 1-13079 | 73-0664379 | ||
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| (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, Pro Forma Financial Information and Exhibits.
| (c) | Exhibits |
The following exhibit is furnished pursuant to Item 12 of Form 8-K:
| 99.1 | Press Release dated July 29, 2004. |
Item 12. Results of Operations and Financial Condition.
The Company issued a press release announcing its financial results for the quarter ended June 30, 2004. A copy of the press release is furnished herewith as Exhibit 99.1.
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: July 29, 2004 | By: | /s/ Carter R. Todd | ||
| Name: Carter R. Todd Title: Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 29, 2004. |
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Exhibit 99.1 (GAYLORD ENTERTAINMENT TM LOGO) GAYLORD ENTERTAINMENT CO. SECOND QUARTER HOSPITALITY SEGMENT TOTAL REVPAR UP 7 PERCENT NEW GAYLORD HOTELS PROJECT OUTSIDE NATION'S CAPITAL DETAILED AS HOSPITALITY SEGMENT ADVANCE BOOKINGS INCREASE 44 PERCENT NASHVILLE, Tenn. (July 29, 2004) ---- Gaylord Entertainment Co. (NYSE: GET) today reported second quarter results featuring higher revenues and a 44 percent increase in advance bookings. For the quarter ended June 30, 2004: - Consolidated revenues were $202.1 million, an increase of 91.6 percent from $105.5 million in the same period last year due to the inclusion of the results of ResortQuest and a strong performance from the Gaylord Texan Resort & Convention Center. Year-to-date, consolidated revenues were $361.0 million, an increase of 64.2 percent from $219.9 million in the same period last year; - Same-store revenue per available room(1) ("RevPAR") at Gaylord Hotels was $111.23 during the second quarter of 2004 versus $105.92 for the second quarter of 2003; - Total revenue for the hospitality segment increased 41.9 percent to $128.0 million. Advance bookings for the hospitality segment were up 44 percent over last year's second quarter to more than 350,000 room nights; - RevPAR(1) at ResortQuest improved 10.3 percent in the second quarter to $77.62 due to improvements in occupancy and average daily rate ("ADR"); - The Gaylord Texan successfully opened in Grapevine, Tex., and established itself as one of the leading hotels in the Dallas-Fort Worth market, according to Smith Travel Research; - Adjusted EBITDA(2) in the second quarter was $19.4 million compared to $12.8 million in the same quarter of 2003 as a result of the strong performance in the Hospitality segment noted above; - Consolidated Cash Flow (a defined term in the indenture related to the company's 8 percent senior notes) ("CCF")(3) was $27.9 million. This compares to $17.0 million of CCF in the prior-year period; "The extraordinary increase in advance bookings and enthusiastic response to our newest hotel, the Gaylord Texan, demonstrate that our hospitality strategy has established traction," said Colin V. Reed, president and chief executive officer of Gaylord Entertainment. "The results also demonstrate that we are successfully differentiating Gaylord Hotels in the marketplace through outstanding service in highly entertaining environments. This gives us great confidence as we proceed with our newest project for one of the most strategic and desirable locations in the country, National Harbor, in the
2 nation's capital region. We expect to open the property, with 1,500 rooms and well over 400,000 square feet of meeting and convention space, by early 2008." SEGMENT OPERATING RESULTS HOSPITALITY Key components of the company's hospitality segment for the second quarter of 2004 include: - Total revenue per available room(4) (Total RevPAR) increased 7.1 percent for the second quarter to $231.22; - Revenues in the second quarter of 2004 increased 41.9 percent to $128.0 million versus the same period a year ago; - Operating income was $9.7 million for the second quarter of 2004 compared to $8.5 million for the second quarter of 2003; - CCF was $30.3 million for the second quarter of 2004 compared to $23.9 million for the second quarter of 2003; - Same-store occupancy rose 4.2 percentage points to 76.6% in the second quarter while ADR decreased to $145.18 from $146.30 on a year over year comparison. Offsetting the lower ADR, same-store other revenue per available room increased 9.4 percent. "Our Gaylord Hotels brand delivered solid results in the quarter," said Reed. "We continue to manage our business for the long term which is why we continue to focus on service. We believe that is why both the Gaylord Opryland and Gaylord Palms have been named 'Gold Key Elite' and 'Gold Platter' winners in a survey of 70,000 guests and meeting planners by Meetings & Conventions magazine. Having two Gold Key Elite properties is a remarkable achievement that only Gaylord Hotels can claim." At the property level, Gaylord Opryland generated RevPAR of $109.03 in the second quarter of 2004 versus $94.35 in the second quarter of 2003, a 15.6 percent increase. Occupancy increased by 8.0 percentage points to 76.2 percent thanks to stronger group business; ADR was $143.00, up 3.4 percent compared to the second quarter of 2003. Total revenue per available room increased 18.8 percent in the second quarter as a result of higher food and beverage and ancillary spending. Gaylord Palms generated RevPAR of $125.71 in the second quarter of 2004, compared to $141.15 in the same period of 2003. The decline was driven by a lower occupancy rate during the quarter of 77.3 percent down from 82.4 percent a year ago. ADR was $162.61 for the quarter, down 5.1 percent compared to the prior year. Total revenue per available room at Gaylord Palms was $302.56 in the second quarter of 2004, a 6.6 percent decrease from the second quarter of 2003. The Gaylord Texan opened its doors to customers on April 2, 2004 and generated RevPAR of $86.91 in the second quarter of 2004, with occupancy at 64.0 percent. ADR was $135.75 for the quarter. Total revenue per available room at the Gaylord Texan was $230.16 in the second quarter of 2004.
3 RESORTQUEST For the second quarter of 2004, ResortQuest revenues were $57.2 million and operating income was $1.0 million. ResortQuest CCF was $4.9 million for the period. Second quarter occupancy for ResortQuest increased 4.0 percentage points to 51.9 percent and ADR rose to $149.59, up from $146.96 in the second quarter of 2003. This resulted in RevPAR of $77.62 for the second quarter of 2004, a 10.3 percent increase over the same period in 2003. Total units under exclusive management decreased to 17,507 for the second quarter, down from 17,854 in the year earlier period. "We have invested in the ResortQuest business by installing a new leadership team and integrating key functions," said Reed. "Now, after months of exhaustive research and careful study we are ready to re-position ResortQuest International as the ResortQuest Vacation Home Network using service-based branding principles. We believe we will set a new standard for the industry that will strongly appeal to customers and property owners. We are confident we will become the premier brand in the vacation property rental business." OPRY AND ATTRACTIONS Opry and Attractions revenues were $16.8 million in the second quarter of 2004 compared to $15.2 million in the second quarter of 2003. The operating loss in the Opry and Attractions segment was $0.4 million in the second quarter of 2004 compared to an operating income of $0.2 million in the second quarter of 2003. Opry and Attractions CCF increased to $2.1 million in the second quarter from $1.4 million in the same period a year ago. "The 'Grand Ole Opry American Road Show' has played to very favorable reviews in the first five markets of its summer tour," said Reed. "With Vince Gill headlining the tour, we expect the dates at major fairs and venues in the country's heartland to be an effective way to broaden the reach and appeal of the Opry." CORPORATE AND OTHER Corporate and Other operating loss totaled $11.6 million for the second quarter of 2004, compared to an operating loss of $10.2 million for the second quarter of 2003. Corporate and Other operating losses included non-cash charges of $1.4 million and $1.8 million for the second quarter of 2004 and 2003, respectively. These charges include items such as depreciation, amortization and the non-cash portion of the Gaylord Entertainment Center naming-rights agreement expense. Corporate and Other CCF was a loss of $9.4 million in the second quarter of 2004 and a loss of $8.4 million in the second quarter of 2003. The company was recently notified by the Securities and Exchange Commission's (SEC) Division of Enforcement that it had terminated the investigation into the company's January 2003 restatement of its historical financial statements for 2000, 2001 and the first nine months of 2002 without recommending any enforcement action to the SEC.
4 LIQUIDITY At June 30, 2004, the company had total debt outstanding of $542.4 million and unrestricted and restricted cash of $109.7 million. On May 3, 2004, an offering of 7,019,162 shares of common stock owned by the Gaylord family and affiliates was completed. The company did not receive any proceeds from the sale. All associated fees and expenses were paid by the selling shareholders. BASS PRO SHOPS On July 8, 2004, Bass Pro, Inc., redeemed the approximate 28.5 percent stake held in Bass Pro by J. W. Childs. As a result, Gaylord's ownership stake has increased to 26.6 percent. Consequently, beginning in the third quarter, Gaylord will account for its interest in Bass Pro using the equity method of accounting under applicable accounting literature. The equity method of accounting will be applied retroactively to all periods presented. OUTLOOK The following information is based on current information as of July 28, 2004, and includes the impact from the consolidation of ResortQuest. The company does not expect to update guidance until next quarter's earnings release. However, the company may update its full business outlook or any portion thereof at any time for any reason. "We are making significant progress in growing our business, particularly in our hospitality segment," said Reed. "We see emerging strength in the convention sector of the hospitality industry but it's clear to us that this strength is driven by our superior positioning and execution supported by an improving economy. At this time, we are maintaining our 2004 guidance levels that were previously announced." CONSOLIDATED 2004 Revenues $740 million range 2004 CCF $100 million range Q3 2004 Revenues $190 million range Q3 2004 CCF $29.5 million range Q3 2004 Capital Expenditures $30-35 million range GAYLORD HOTELS 2004 RevPAR (same store) 0% to 2% growth 2004 CCF $109 million range 2004 Gaylord Texan CCF $15 million range 2004 Advance Bookings 1.3 to 1.4 million Q3 2004 RevPAR (same store) 4.5 % to 5.5% decline 2005-2007 RevPAR (same store) Annual, high single-digit growth RESORTQUEST 2004 CCF $20 million range OPRY AND ATTRACTIONS 2004 CCF $8 million range
5 WEB CAST AND REPLAY Gaylord Entertainment will hold a conference call to discuss this release today at 10 a.m. EDT. Investors can listen to the conference call over the Internet at www.gaylordentertainment.com. To listen to the live call, please go to the Investor Relations section of the Web site (Investor Relations/Presentations, Earnings, and Webcasts) at least 15 minutes prior to the call to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be made available shortly after the call and will run for 30 days. ABOUT GAYLORD ENTERTAINMENT Gaylord Entertainment (NYSE: GET), a leading hospitality and entertainment company based in Nashville, Tenn., owns and operates three industry-leading brands - Gaylord Hotels (www.gaylordhotels.com), its network of upscale, meetings-focused resorts, ResortQuest International (www.resortquest.com), the nation's largest vacation rental property management company, and the Grand Ole Opry (www.opry.com), the weekly showcase of country music's finest performers for 78 consecutive years. The company's entertainment brands and properties include the Radisson Hotel Opryland, Ryman Auditorium, General Jackson Showboat, Springhouse Golf Club, Wildhorse Saloon and WSM-AM. For more information about the company, visit www.gaylordentertainment.com. This press release 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 facilities, costs associated with developing new hotel facilities, business levels at the company's hotels, risks associated with ResortQuest's business and the company's ability to successfully integrate ResortQuest, and the ability to obtain financing for new developments. The company's ability to achieve forecasted results for its ResortQuest business depends upon levels of occupancy at ResortQuest units under management, especially during the third quarter. In the hospitality segment, the company's ability to improve occupancy levels and operating efficiencies at its new Gaylord Texan Resort will be an important factor in the latter half of 2004. 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. (1) The company calculates revenue per available room ("RevPAR") for its Hospitality segment by dividing room sales by room nights available to guests for the period. The company calculates revenue per available room ("RevPAR") for its ResortQuest segment by dividing gross lodging revenues by room nights available to guests for the period. Our ResortQuest segment revenue represents a percentage of the gross lodging revenues based on the services provided by ResortQuest.
6 (2) Adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization, as well as certain unusual items) is used herein because we believe it allows for a more complete analysis of operating performance by presenting an analysis of operations separate from the earnings impact of capital transactions and without certain items that do not impact our ongoing operations such as the effect of the changes in fair value of the Viacom stock we own and changes in the fair value of the derivative associated with our secured forward exchange contract, restructuring charges, gains on the sale of assets, and impairment and other charges. In accordance with generally accepted accounting principles, the changes in fair value of the Viacom stock and derivatives are not included in determining our operating income (loss). The information presented should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States (such as operating income, net income, or cash from operations), nor should it be considered as an indicator of overall financial performance. Adjusted EBITDA does not fully consider the impact of investing or financing transactions, as it specifically excludes depreciation and interest charges, which should also be considered in the overall evaluation of our results of operations. Our method of calculating adjusted EBITDA may be different from the method used by other companies and therefore comparability may be limited. A reconciliation of adjusted EBITDA to net income or segment operating income is presented in the Supplemental Financial Results of this release. (3) As noted in footnote 2 above adjusted EBITDA is used herein as essentially operating income plus depreciation and amortization. Consolidated Cash Flow (which is used in this release as that term is defined in the Indenture governing the company's 8% senior notes) also excludes the impact of pre-opening costs, the non-cash portion of the naming rights and Florida ground lease expense, non-recurring ResortQuest integration charges which when added to other expenses related to the merger do not exceed $10 million, and adds (subtracts) other gains (losses). The Consolidated Cash Flow measure is one of the principal tools used by management in evaluating the operating performance of the company's business and represents the method by which the Indenture calculates whether or not the company can incur additional indebtedness (for instance in order to incur additional indebtedness, Consolidated Cash Flow for the most recent four fiscal quarters as a ratio to debt service must be at least 2 to 1). The calculation of these amounts as well as a reconciliation of those amounts to net income or segment operating income is included as part of the supplemental information contained in the press release. (4) The company calculates total revenue per available room ("Total RevPAR") by dividing the sum of room sales, food & beverage, and other ancillary services revenue by room nights available to guests for the period. INVESTOR RELATIONS CONTACTS: David Kloeppel, CFO Gaylord Entertainment (615) 316-6101 dkloeppel@gaylordentertainment.com ~OR~ Jason Morgan, VP Strategic Planning & Investor Relations Gaylord Entertainment (615) 316-6561 jmorgan@gaylordentertainment.com ~OR~ Monica Huang Sloane & Company (212) 446-1874 mhuang@sloanepr.com MEDIA CONTACTS: Greg Rossiter, VP Corporate Communications Gaylord Entertainment (615) 316-6302 grossiter@gaylordentertainment.com ~OR~ Dan O'Connor Sloane & Company (212) 446-1865 doconnor@sloanepr.com
7 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited (In thousands, except per share data) Three Months Ended June 30, ------------------------- 2004 2003 --------- --------- Revenues $ 202,071 $ 105,470 Operating expenses Operating costs 113,139 62,710 Selling, general and administrative (a) 65,042 27,747 Impairment and other charges 1,212 -- Restructuring charges 78 -- Pre-opening costs 3,210 2,248 Depreciation and amortization 20,775 14,304 --------- --------- Operating income (loss) (1,385) (1,539) --------- --------- Interest expense, net of amounts capitalized (14,332) (11,291) Interest income 274 512 Unrealized gain (loss) on Viacom stock (38,400) 78,562 Unrealized gain (loss) on derivatives 12,943 (48,426) Other gains and (losses), net 717 60 --------- --------- Income (loss) before income taxes and discontinued operations (40,183) 17,878 --------- --------- (Benefit) provision for income taxes (16,888) 7,334 Income (loss) from continuing operations before discontinued operations (23,295) 10,544 Income from discontinued operations, net of taxes -- 809 --------- --------- Net income (loss) $ (23,295) $ 11,353 ========= ========= Basic net income (loss) per share: Income (loss) from continuing operations $ (0.59) $ 0.31 Income from discontinued operations, net of taxes -- 0.03 --------- --------- Consolidated EPS $ (0.59) $ 0.34 ========= ========= Fully diluted net income (loss) per share: Income (loss) from continuing operations $ (0.59) $ 0.31 Income from discontinued operations, net of taxes -- 0.02 --------- --------- Consolidated diluted EPS $ (0.59) $ 0.33 ========= ========= Weighted average common shares for the period: Basic 39,597 33,819 Fully-diluted 39,597 34,070
8 Six Months Ended June 30, ------------------------- 2004 2003 --------- --------- Revenues $ 360,954 $ 219,850 Operating expenses Operating costs 209,368 128,406 Selling, general and administrative (a) 110,481 55,320 Impairment and other charges 1,212 -- Restructuring charges 78 -- Pre-opening costs 14,016 3,828 Depreciation and amortization 37,470 28,877 --------- --------- Operating income (loss) (11,671) 3,419 --------- --------- Interest expense, net of amounts capitalized (24,161) (20,663) Interest income 660 1,031 Unrealized gain (loss) on Viacom stock (95,286) 31,909 Unrealized gain (loss) on derivatives 57,997 (8,960) Other gains and (losses), net 1,637 283 --------- --------- Income (loss) before income taxes and discontinued operations (70,824) 7,019 --------- --------- (Benefit) provision for income taxes (28,136) 3,098 Income (loss) from continuing operations before discontinued operations (42,688) 3,921 Income from discontinued operations, net of taxes -- 976 --------- --------- Net income (loss) $ (42,688) $ 4,897 ========= ========= Basic net income (loss) per share: Income (loss) from continuing operations $ (1.08) $ 0.11 Income from discontinued operations, net of taxes -- 0.03 --------- --------- Consolidated EPS $ (1.08) $ 0.14 ========= ========= Fully diluted net income (loss) per share: Income (loss) from continuing operations $ (1.08) $ 0.11 Income from discontinued operations, net of taxes -- 0.03 --------- --------- Consolidated diluted EPS $ (1.08) $ 0.14 ========= ========= Weighted average common shares for the period: Basic 39,528 33,802 Fully-diluted 39,528 33,927 -- (a)Includes non-cash lease expense of $1,638 and $1,638 for the three months ended June 30, 2004 and 2003, respectively, and $3,275 and $3,276 for the six months ended June 30, 2004 and 2003 respectively, related to the effect of recognizing the Gaylord Palms ground lease expense on a straight-line basis. Also includes non-cash expense of $224 and $255 for the three months ended June 30, 2004 and 2003, respectively, and $448 and $510 for the six months ended June 30, 2004 and 2003 respectively, related to the effect of recognizing the Naming Rights Agreement for the Gaylord Entertainment Center on a straight-line basis.
9 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (In thousands) June 30, December 31, 2004 2003 ----------- ------------ ASSETS Current assets: Cash and cash equivalents - unrestricted $ 54,585 $ 120,965 Cash and cash equivalents - restricted 55,123 37,723 Trade receivables, net 49,635 26,101 Deferred financing costs 26,865 26,865 Deferred income taxes 11,146 8,753 Other current assets 23,536 20,121 Current assets of discontinued operations 58 19 ---------- ---------- Total current assets 220,948 240,547 Property and equipment, net of accumulated depreciation 1,346,107 1,297,528 Intangible assets, net of accumulated amortization 27,536 29,505 Goodwill 170,660 169,642 Indefinite lived intangible assets 40,591 40,591 Investments 453,625 548,911 Estimated fair value of derivative assets 187,996 146,278 Long-term deferred financing costs 61,164 75,154 Other long-term assets 28,089 29,107 ---------- ---------- Total assets $2,536,716 $2,577,263 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations $ 8,693 $ 8,584 Accounts payable and accrued liabilities 193,880 154,952 Current liabilities of discontinued operations 2,893 2,930 ---------- ---------- Total current liabilities 205,466 166,466 Secured forward exchange contract 613,054 613,054 Long-term debt and capital lease obligations, Net of current portion 533,724 540,175 Deferred income taxes 223,124 251,039 Estimated fair value of derivative liabilities 8,214 21,969 Other long-term liabilities 81,796 79,226 Other long-term liabilities of discontinued operations -- 825 Stockholders' equity 871,338 904,509 ---------- ---------- Total liabilities and stockholders' equity $2,536,716 $2,577,263 ========== ==========
10 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES SUPPLEMENTAL FINANCIAL RESULTS Unaudited (in thousands, except operating metrics) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") and Consolidated Cash Flow ("CCF") reconciliation: Three Months Ended June 30, ----------------------------------------------------------- 2004 2003 -------------------------- -------------------------- $ Margin $ Margin --------- -------- --------- -------- Consolidated Revenue $ 202,071 100.0% $ 105,470 100.0% Net income (loss) $ (23,295) -11.5% $ 11,353 10.8% Income from discontinued operations, net of taxes -- 0.0% (809) -0.8% (Benefit) provision for income taxes (16,888) -8.4% 7,334 7.0% Other (gains) and losses, net (717) -0.4% (60) -0.1% Unrealized (gain) loss on derivatives (12,943) -6.4% 48,426 45.9% Unrealized (gain)loss on Viacom stock 38,400 19.0% (78,562) -74.5% Interest expense, net 14,058 7.0% 10,779 10.2% --------- --------- Operating income (loss) $ (1,385) -0.7% $ (1,539) -1.5% Depreciation & amortization 20,775 10.3% 14,304 13.6% --------- --------- Adjusted EBITDA $ 19,390 9.6% $ 12,765 12.1% Pre-opening costs 3,210 1.6% 2,248 2.1% Non-cash lease expense 1,638 0.8% 1,638 1.6% Non-cash naming rights for Gaylord Arena 224 0.1% 255 0.2% Impairment and other non-cash charges 1,212 0.6% -- -- Non-recurring ResortQuest integration charges 1,475 0.7% N/A N/A Other gains and (losses), net 717 0.4% 60 0.1% --------- --------- CCF $ 27,866 13.6% $ 16,966 16.1% ========= ========= Hospitality segment Revenue $ 128,024 100.0% $ 90,190 100.0% Operating income 9,665 7.5% 8,533 9.5% Depreciation & amortization 15,908 12.4% 11,550 12.8% --------- --------- Adjusted EBITDA $ 25,573 20.0% $ 20,083 22.3% Pre-opening costs 3,210 2.5% 2,248 2.5% Non-cash lease expense 1,638 1.3% 1,638 1.8% Other gains and (losses), net (113) -0.1% (24) 0.0% --------- --------- CCF $ 30,308 23.7% $ 23,945 26.5% ========= ========= ResortQuest segment Revenue $ 57,197 100.0% N/A N/A Operating income 964 1.7% N/A N/A Depreciation & amortization 2,389 4.2% N/A N/A --------- --------- Adjusted EBITDA $ 3,353 5.9% N/A N/A Non-recurring ResortQuest integration charges 1,475 2.6% N/A N/A Other gains and (losses), net 29 0.1% N/A N/A --------- --------- CCF $ 4,857 8.5% N/A N/A ========= ========= Opry and Attractions segment Revenue $ 16,772 100.0% $ 15,234 100.0% Operating income (loss) (395) -2.4% 162 1.1% Depreciation & amortization 1,315 7.8% 1,232 8.1% --------- --------- Adjusted EBITDA $ 920 5.5% $ 1,394 9.2% Impairment and other non-cash charges 1,212 7.2% -- -- Other gains and (losses), net (1) 0.0% -- -- --------- --------- CCF $ 2,131 12.7% $ 1,394 9.2% ========= ========= Corporate and Other segment Revenue $ 78 $ 46 Operating loss (11,619) (10,234) Depreciation & amortization 1,163 1,522 --------- --------- Adjusted EBITDA $ (10,456) $ (8,712) Non-cash naming rights for Gaylord Arena 224 255 Other gains and (losses), net 802 84 --------- --------- CCF $ (9,430) $ (8,373) ========= =========
11 Six Months Ended June 30, ----------------------------------------------------------- 2004 2003 -------------------------- -------------------------- $ Margin $ Margin --------- -------- --------- -------- Consolidated Revenue $ 360,954 100.0% $ 219,850 100.0% Net income (loss) $ (42,688) -11.8% $ 4,897 2.2% Income from discontinued operations, net of taxes -- 0.0% (976) -0.4% (Benefit) provision for income taxes (28,136) -7.8% 3,098 1.4% Other (gains) and losses, net (1,637) -0.5% (283) -0.1% Unrealized (gain) loss on derivatives (57,997) -16.1% 8,960 4.1% Unrealized (gain)loss on Viacom stock 95,286 26.4% (31,909) -14.5% Interest expense, net 23,501 6.5% 19,632 8.9% --------- --------- Operating income (loss) $ (11,671) -3.2% $ 3,419 1.6% Depreciation & amortization 37,470 10.4% 28,877 13.1% --------- --------- Adjusted EBITDA $ 25,799 7.1% $ 32,296 14.7% Pre-opening costs 14,016 3.9% 3,828 1.7% Non-cash lease expense 3,275 0.9% 3,276 1.5% Non-cash naming rights for Gaylord Arena 448 0.1% 510 0.2% Impairment and other non-cash charges 1,212 0.3% -- -- Non-recurring ResortQuest integration charges 1,906 0.5% N/A N/A Other gains and (losses), net 1,637 0.5% 283 0.1% --------- --------- CCF $ 48,293 13.4% $ 40,193 18.3% ========= ========= Hospitality segment Revenue $ 223,283 100.0% $ 189,705 100.0% Operating income 11,509 5.2% 25,579 13.5% Depreciation & amortization 27,369 12.3% 23,158 12.2% --------- --------- Adjusted EBITDA $ 38,878 17.4% $ 48,737 25.7% Pre-opening costs 14,016 6.3% 3,828 2.0% Non-cash lease expense 3,275 1.5% 3,276 1.7% Other gains and (losses), net (111) 0.0% (27) 0.0% --------- --------- CCF $ 56,058 25.1% $ 55,814 29.4% ========= ========= ResortQuest segment Revenue $ 108,148 100.0% N/A N/A Operating income 2,855 2.6% N/A N/A Depreciation & amortization 4,915 4.5% N/A N/A --------- --------- Adjusted EBITDA $ 7,770 7.2% N/A N/A Non-recurring ResortQuest integration charges 1,906 1.8% N/A N/A Other gains and (losses), net 56 0.1% N/A N/A --------- --------- CCF $ 9,732 9.0% N/A N/A ========= ========= Opry and Attractions segment Revenue $ 29,397 100.0% $ 30,051 100.0% Operating income (loss) (2,973) -10.1% (1,435) -4.8% Depreciation & amortization 2,626 8.9% 2,636 8.8% --------- --------- Adjusted EBITDA $ (347) -1.2% $ 1,201 4.0% Impairment and other non-cash charges 1,212 4.1% -- -- Other gains and (losses), net 3 0.0% -- -- --------- --------- CCF $ 868 3.0% $ 1,201 4.0% ========= ========= Corporate and Other segment Revenue $ 126 $ 94 Operating loss (23,062) (20,725) Depreciation & amortization 2,560 3,083 --------- --------- Adjusted EBITDA $ (20,502) $(17,642) Non-cash naming rights for Gaylord Arena 448 510 Other gains and (losses), net 1,689 310 --------- --------- CCF $ (18,365) $(16,822) ========= ========= N/A - Not Applicable. ResortQuest was acquired November 20, 2003.
12 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES SUPPLEMENTAL FINANCIAL RESULTS Unaudited (in thousands, except operating metrics) Three Months Ended June 30, ------------------------------- 2004 2003 ------------ ------------ Gaylord Hospitality segment Occupancy 73.5% 72.4% ADR $ 143.16 $ 146.30 RevPAR $ 105.26 $ 105.92 OtherPAR (a) $ 125.96 $ 110.02 Total RevPAR $ 231.22 $ 215.94 Revenue $ 128,024 $ 90,190 CCF $ 30,308 $ 23,945 CCF Margin 23.7% 26.5% Gaylord Opryland Occupancy 76.2% 68.2% ADR $ 143.00 $ 138.29 RevPAR $ 109.03 $ 94.35 OtherPAR (a) $ 104.17 $ 85.16 Total RevPAR $ 213.20 $ 179.51 Revenue $ 55,895 $ 47,058 CCF $ 16,050 $ 9,556 CCF Margin 28.7% 20.3% Gaylord Palms Occupancy 77.3% 82.4% ADR $ 162.61 $ 171.26 RevPAR $ 125.71 $ 141.15 OtherPAR (a) $ 176.85 $ 182.70 Total RevPAR $ 302.56 $ 323.85 Revenue $ 38,712 $ 41,436 CCF $ 10,473 $ 13,955 CCF Margin 27.1% 33.7% Gaylord Texan Occupancy 64.0% -- ADR $ 135.75 -- RevPAR $ 86.91 -- OtherPAR (a) $ 143.25 -- Total RevPAR $ 230.16 -- Revenue $ 31,299 -- CCF $ 3,153 -- CCF Margin 10.1% -- Nashville Radisson Operating metrics: Occupancy 77.0% 65.6% ADR $ 84.48 $ 80.02 RevPAR $ 65.04 $ 52.49 OtherPAR (a) $ 11.75 $ 9.04 Total RevPAR $ 76.79 $ 61.53 Revenue $ 2,118 $ 1,696 CCF $ 632 $ 434 CCF Margin 29.8% 25.6% Gaylord Hospitality segment (Same Store, excludes the Gaylord Texan) Occupancy 76.6% 72.4% ADR $ 145.18 $ 146.30 RevPAR $ 111.23 $ 105.92 OtherPAR (a) $ 120.33 $ 110.02 Total RevPAR $ 231.57 $ 215.94 Revenue $ 96,725 $ 90,190 CCF $ 27,155 $ 23,945 CCF Margin 28.1% 26.5% (a) Includes food & beverage and other revenue per room
13 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES SUPPLEMENTAL FINANCIAL RESULTS Unaudited (in thousands, except operating metrics) Three Months Ended June 30, ---------------------------- 2004 2003 (a) ---------------------------- Operating metrics: ResortQuest segment Occupancy 51.9% 47.9% ADR $ 149.59 $ 146.96 RevPAR $ 77.62 $ 70.37 Total Units 17,507 17,854 (a) ResortQuest was acquired by Gaylord Entertainment Company effective November 20, 2003 and, therefore, all historical information is presented for comparative purposes only.
14 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES SUPPLEMENTAL FINANCIAL RESULTS Unaudited (in thousands, except operating metrics) Six Months Ended June 30, ------------------------------- 2004 2003 ------------ ------------ Gaylord Hospitality segment Occupancy 71.2% 74.4% ADR $ 147.11 $ 147.48 RevPAR $ 104.76 $ 109.76 OtherPAR (a) $ 125.09 $ 118.64 Total RevPAR $ 229.85 $ 228.40 Revenue $ 223,283 $ 189,705 CCF $ 56,058 $ 55,814 CCF Margin 25.1% 29.4% Gaylord Opryland Occupancy 68.3% 73.0% ADR $ 139.33 $ 136.60 RevPAR $ 95.20 $ 99.77 OtherPAR (a) $ 95.33 $ 96.06 Total RevPAR $ 190.53 $ 195.83 Revenue $ 99,903 $ 102,078 CCF $ 22,783 $ 25,808 CCF Margin 22.8% 25.3% Gaylord Palms Occupancy 82.1% 79.4% ADR $ 176.17 $ 179.61 RevPAR $ 144.72 $ 142.64 OtherPAR (a) $ 201.08 $ 188.61 Total RevPAR $ 345.80 $ 331.25 Revenue $ 88,487 $ 84,299 CCF $ 29,288 $ 29,169 CCF Margin 33.1% 34.6% Gaylord Texan Occupancy 64.0% -- ADR $ 135.75 -- RevPAR $ 86.91 -- OtherPAR (a) $ 143.25 -- Total RevPAR $ 230.16 -- Revenue $ 31,299 -- CCF $ 3,153 -- CCF Margin 10.1% -- Nashville Radisson Occupancy 65.6% 64.3% ADR $ 82.65 $ 80.88 RevPAR $ 54.22 $ 52.03 OtherPAR (a) $ 10.68 $ 8.66 Total RevPAR $ 64.90 $ 60.69 Revenue $ 3,594 $ 3,328 CCF $ 834 $ 837 CCF Margin 23.2% 25.2% Gaylord Hospitality segment (Same Store, excludes the Gaylord Texan) Occupancy 72.4% 74.4% ADR $ 148.75 $ 147.48 RevPAR $ 107.66 $ 109.76 OtherPAR (a) $ 122.14 $ 118.64 Total RevPAR $ 229.80 $ 228.40 Revenue $ 191,984 $ 189,705 CCF $ 52,905 $ 55,814 CCF Margin 27.6% 29.4% (a) Includes food & beverage and other revenue per room
15 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES SUPPLEMENTAL FINANCIAL RESULTS Unaudited (in thousands, except operating metrics) Six Months Ended June 30, ------------------------- 2004 2003 (a) ---------- ----------- Operating metrics: ResortQuest segment Occupancy 55.4% 52.1% ADR $ 138.67 $ 136.09 RevPAR $ 76.87 $ 70.92 Total Units 17,507 17,854 (a) ResortQuest was acquired by Gaylord Entertainment Company effective November 20, 2003 and, therefore, all historical information is presented for comparative purposes only.
16 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES RECONCILIATION OF FORWARD-LOOKING STATEMENTS Unaudited (in thousands, except operating metrics) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") and Consolidated Cash Flow ("CCF") reconciliation: Guidance Guidance 3rd Quarter 2004 Full Year 2004 $ $ Consolidated Estimated Operating income (loss) $ 2,600 $ (9,100) Estimated Depreciation & amortization 20,900 79,700 -------- --------- Estimated Adjusted EBITDA $ 23,500 $ 70,600 Estimated Pre-opening costs 0 14,000 Estimated Non-cash lease expense 1,600 6,600 Estimated Non-cash naming rights for Gaylord Arena 200 1,000 Estimated Non-cash impairment 0 1,200 Estimated Non-recurring ResortQuest integration charges 1,000 3,700 Estimated Gains and (losses), net 700 2,900 -------- --------- Estimated CCF $ 27,000 $ 100,000 Hospitality segment Estimated Operating income (loss) $ 400 $ 29,100 Estimated Depreciation & amortization 16,000 59,400 -------- --------- Estimated Adjusted EBITDA $ 16,400 $ 88,500 Estimated Pre-opening costs -- 14,000 Estimated Non-cash lease expense 1,600 6,600 Estimated Gains and (losses), net -- (100) -------- --------- Estimated CCF $ 18,000 $ 109,000 ======== ========= ResortQuest segment Estimated Operating income (loss) $ 11,500 $ 6,300 Estimated Depreciation & amortization 2,400 10,000 -------- --------- Estimated Adjusted EBITDA $ 13,900 $ 16,300 Estimated Non-recurring ResortQuest integration charges 1,000 3,700 Estimated Gains and (losses), net -- -- -------- --------- Estimated CCF $ 14,900 $ 20,000 ======== ========= Opry and Attractions segment Estimated Operating income (loss) $ 1,700 $ 1,500 Estimated Depreciation & amortization 1,300 5,300 -------- --------- Estimated Adjusted EBITDA $ 3,000 $ 6,800 Estimated Non-cash impairment -- 1,200 Estimated Gains and (losses), net -- -- -------- --------- Estimated CCF $ 3,000 $ 8,000 ======== ========= Corporate and Other segment Estimated Operating income (loss) (11,000) (46,000) Estimated Depreciation & amortization 1,200 5,000 -------- --------- Estimated Adjusted EBITDA $ (9,800) $ (41,000) Estimated Non-cash naming rights for Gaylord Arena 200 1,000 Estimated Gains and (losses), net 700 3,000 -------- --------- Estimated CCF $ (8,900) $ (37,000) ======== =========