GAYLORD ENTERTAINMENT COMPANY - FORM 8-K
UNITED STATES
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): April 5, 2007 (April 5, 2007)
GAYLORD ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-13079
|
|
73-0664379 |
|
|
|
|
|
(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) |
Registrants telephone number, including area code: (615) 316-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The
information under Item 7.01 below is incorporated by reference hereunder.
ITEM 7.01. REGULATION FD DISCLOSURE.
On April 5, 2007, Gaylord Entertainment Company (the Company) will hold its 2007 Analyst and
Investor Conference in Washington, D.C. At this conference, representatives of the Company will
make presentations regarding several strategic growth initiatives of the Company, and will provide
certain financial guidance through 2010. There will also be financial information presented at the
conference regarding past historical periods.
A live web cast of the conference and presentation materials are available on the Companys
investor relations website at http://ir.gaylordentertainment.com. After the conference, the web
cast will be archived and available on the Companys investor relations website.
A press release dated April 5, 2007 issued by the Company is attached to this report as Exhibit
99.1 and incorporated herein by reference.
The materials presented at the Analyst and Investor Conference (which are available at the
Companys investor relations website) and the information provided in the press release include
certain non-GAAP financial measures and the related reconciliations of the non-GAAP financial
measures to the most directly related comparable GAAP measures.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press Release dated April 5, 2007.
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: April 5, 2007 |
By: |
/s/ Scott J. Lynn
|
|
|
|
Name: |
Scott J. Lynn |
|
|
|
Title: |
Associate General Counsel and Assistant
Secretary |
|
EXHIBIT INDEX
|
|
|
|
|
EXHIBIT |
|
|
NUMBER |
|
DESCRIPTION |
|
99.1 |
|
|
Press Release dated April 5, 2007. |
EX-99.1 PRESS RELEASE 04/05/07
GAYLORD ENTERTAINMENT DISCUSSES OPERATING PHILOSOPHY
AND LONG-TERM GROWTH STRATEGY AT
2007 ANALYST AND INVESTOR CONFERENCE
Company Reaffirms 2007 Guidance
Provides Financial Guidance through 2010
Nashville, Tenn., (April 5, 2007) Gaylord Entertainment Company (NYSE: GET) will today discuss
several strategic growth initiatives and provide financial guidance through 2010 during its 2007
Analyst and Investor Conference being held in Washington, D.C. Participants will also tour the
2,000-room Gaylord National Resort and Convention Center scheduled to open April 2008.
In presentations being delivered starting at 9:00 a.m. EST to institutional investors and
securities analysts, Colin V. Reed, Chairman and Chief Executive Officer, David Kloeppel, Chief
Financial Officer, and John Caparella, Chief Operating Officer of Gaylord Hotels will provide an
overview of the Companys operating philosophy, long term growth initiatives and financing strategy
in order to further develop the Gaylord Hotels brand and expand distribution into new markets. Key
elements of the plan include:
|
|
|
Continue to build on Gaylord Hotels market leadership in the meeting and convention
industry through expanded distribution
Enhanced distribution is the Companys primary goal for the period 2007 to 2010. The
Company believes that current group demand in the U.S. would support in excess of its
previous estimates of eight to 10 large Gaylord Hotel properties. Recent market research
conducted by the Company supports a larger need for a meetings-oriented hotel brand.
Currently, Gaylord Hotels is expanding and under negotiations to expand distribution into
two new and important locations, Prince Georges County, Maryland and Chula Vista,
California. Over the past six years, Gaylord Hotels differentiated business model and
all-under-one-roof offerings have generated strong demand within the meeting and
convention segment of the hospitality industry, leading to significant revenue per available
room1 (RevPAR), total revenue per available room2 (Total RevPAR)
and Consolidated Cash Flow3 (CCF) growth since 2001. Because Gaylords core
customers book large blocks of rooms years in advance, the Companys unique market focus
also provides unmatched visibility into future revenue streams. |
The opening of the expanded 2,000-room Gaylord National Resort and Convention Center in
April 2008 remains an integral component of the Companys efforts to further expand the
distribution of its large-scale convention hotels across the nation. With the high level of
demand generated by the Gaylord National among meeting planners, the Company expects this
new addition to the Gaylord Hotels network to deliver strong operating and financial
performance in its first year of operation, by providing meeting and convention customers
with a premium product unparalleled in the Washington D.C. market.
Gaylord Hotels turned down a total of 6.1 million group room nights in 2006, a significant
share of that demand from group customers managing 200-600 room night meetings. By
aggressively expanding Gaylords unique service model into new markets with smaller
meetings-oriented hotels, and by leveraging Gaylords strong relationships with meeting
planners, the Company will be able to cater to this underserved segment of the meetings
industry that has an appetite for the Gaylord service experience in a smaller environment.
The product extension strategy allows the Company to attract new premium group customers and
effectively rotate existing and loyal target group customers to new smaller-scale hotels.
|
|
|
Expand to Capitalize on Strong Brand Recognition and Demand
In 2006, Gaylord Hotels could only accommodate 15 percent of its total group demand given
the current room and meeting space capacity at its existing hotels. The recently announced
expansion of Gaylord Opryland Resort and Convention Center will serve as a model for other
possible expansions across the Gaylord network. The current $400 million expansion planned
at Gaylord Opryland will add over 400,000 square feet of convention and meeting space and a
new 435-room, luxury all-suite hotel adjacent to its current facility. |
|
|
|
|
Transform existing assets into leisure destinations through key operating relationships
Gaylord Entertainment believes that through key operating and capital partnerships it can
develop existing real estate surrounding its hotels into leisure destinations. By enhancing
existing properties with entertainment/leisure assets, the Company will be able to attract a
higher number of transient guests, providing a robust complement to group business during
lower demand periods. |
As a result of Gaylords close relationships with meeting planners and convention customers, we
have identified several opportunities that we believe will enable us to capture a more significant
share of the group segment in the industry, said Colin V. Reed, Chairman and Chief Executive
Officer of Gaylord Entertainment. First and foremost, our intense focus on the further
development of the large hospitality segment is critical to generating continued growth for our
Company. Through the expansion of our existing assets, building additional properties in key
markets and co-investing in additional attractions, we believe that we can lock in our position as
the market leader.
In addition, our success in building tremendous brand equity and offering a truly unique product
has caught the attention of meeting planners and meetings and
convention guests who desire the
Gaylord experience. Due to overwhelming demand, we have had to turn away a significant number of
potential customers. By executing on a plan to rapidly expand our distribution we can profitably
address this underserved segment and effectively diversify and grow our revenue base, said Reed.
Guidance
In conjunction with the discussion on Gaylord Entertainments operating initiatives, the Company
will also provide operating and financial guidance through 2010.
We believe that with the successful implementation of these strategies, we can significantly grow
the Company over the next several years, and as our guidance indicates, deliver sustainable RevPAR,
Total RevPAR and CCF growth through 2010 for our core portfolio of hotels. We expect the Gaylord
National, the new addition to the Gaylord Hotels network, to generate strong operating and
financial performance in its early years of operation, said Reed.
Reed continued, We are enthusiastic about the long-term strength of our business. Operationally
we continue to enhance and refine our service standards and processes to further drive customer
satisfaction and loyalty. This dynamic process creates some year-over-year margin anomalies but
the business overall gets stronger and more profitable. Margins in the first quarter of 2007 were
slightly impacted by new service initiatives that were implemented towards the end of 2006 and, as
we described on our fourth quarter earnings call, first quarter 2007 will be the softest of the
year. Despite difficult comparisons to 2006, the quarter came in largely as expected. We are on
track for the full-year and are reaffirming the guidance we provided in February. It is also
important to reiterate that while 2007 should bring solid growth for our business, given all of the
major strategic initiatives we are taking on, we will be in a stronger position to generate even
greater returns for shareholders in 2008 and beyond.
The Company announced during its fourth quarter 2006 earnings release that it will suspend issuing
full year guidance for ResortQuest until the conclusion of its review of options to maximize value
in this investment.
The following outlook is based on current information as of April 5, 2007. However, the Company
may update this business outlook or any portion thereof at any time for any reason.
2007 Guidance
|
|
|
|
|
|
|
|
|
|
|
1st
Quarter 2007 |
|
|
Full Year |
|
Consolidated Cash Flow |
|
|
|
|
|
|
|
|
Gaylord Hotels |
|
$46 -- 48 Million |
|
$182-190 Million |
Opry and Attractions |
|
$0.1 -- 0.2 Million |
|
$11-12 Million |
Corporate and Other |
|
$(10 -- 9 Million) |
|
$(43-40) Million |
|
|
|
|
|
|
|
|
|
Same-store advance bookings |
|
0.3 -- 0.4 Million |
|
1.3 - 1.4 Million |
Gaylord Hotels RevPAR |
|
|
1% - 2 |
% |
|
|
5%-7 |
% |
Gaylord Hotels Total RevPAR |
|
|
2% -- 3 |
% |
|
|
7%-9 |
% |
Long-Term Guidance
|
|
|
|
|
|
|
2007 - 2010 |
|
|
Compound Annual |
|
|
Average Growth Rate |
Gaylord Hotels Same-Store4 |
|
|
|
|
RevPAR |
|
|
5% - 7 |
% |
Total RevPAR |
|
|
5% - 7 |
% |
Consolidated Cash Flow |
|
|
9% - 12 |
% |
|
|
|
|
|
|
|
|
|
|
|
2008 * |
|
2010 |
|
|
Opening Year |
|
Stabilized |
Gaylord National |
|
|
|
|
|
|
|
|
Occupancy |
|
|
72% - 75 |
% |
|
|
76% - 79 |
% |
ADR |
|
$ |
230 - 240 |
|
|
$ |
260 - 270 |
|
RevPAR |
|
$ |
166 - 180 |
|
|
$ |
198 - 213 |
|
Total RevPAR |
|
$ |
360 - 380 |
|
|
$ |
410 - 430 |
|
Consolidated Cash Flow |
|
$50 - 60 Million |
|
$100 - 115 Million |
*Note: 2008 represents a partial year.
Conference Call and Web Cast Information
The Analyst and Investor Conference presentations will be web cast on Thursday, April 5 from 9
a.m. 2 p.m. EST. Management presentations will occur in the following order:
|
|
|
9:00 a.m.
|
|
Gaylord Entertainment Long Range Strategy |
|
|
Speaker: Colin V. Reed, Chairman and Chief Executive Officer |
|
|
|
10:00 a.m.
|
|
Gaylord Hotels Operating Philosophy |
|
|
Speaker: John Caparella, Executive Vice-President and Chief Operating Officer |
|
|
|
11:45 a.m.
|
|
Gaylord Entertainment Long Range Financial Plan |
|
|
Speaker: David Kloeppel, Executive Vice-President and Chief Financial Officer |
|
|
|
1:15 p.m.
|
|
Formal Q&A |
The web cast can be accessed at Gaylords Investor Relations web site at
http://ir.gaylordentertainment.com. Please access the web site
at least 15 minutes prior to
the beginning of the scheduled presentations to register, download and install necessary multimedia
streaming software. After the conference, the web cast will be archived and available
indefinitely on the web site. The Analyst and Investor Conference will also be available via dial-in
at (888) 823-7468, conference ID 8611838.
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
(www.resortquest.com), the nations largest vacation rental property management company, and the
Grand Ole Opry (www.opry.com), the weekly showcase of country musics finest performers for 80
consecutive years. The companys entertainment brands and properties include the Radisson Hotel
Opryland, Ryman Auditorium, General Jackson Showboat, Gaylord Springs, Wildhorse Saloon, and
WSM-AM. For more information about the company, visit www.gaylordentertainment.com.
This press release contains statements as to the Companys 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, increased costs and other risks
associated with building and developing new hotel facilities, the geographic concentration of our
hotel properties, business levels at the Companys hotels, and our ability to successfully operate
our hotels. 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
and include the risk factors described in our Annual Report on Form 10-K for the fiscal year ended
December 31st, 2006. 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. |
|
|
|
2 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. |
|
|
3 Consolidated Cash Flow (CCF) (which is used in this presentation as that
term is defined in the Indenture governing the Companys 8% and 6.75% senior notes) is defined as
operating income plus depreciation and amortization and excludes the impact of pre-opening costs,
impairment charges, the non-cash portion of the naming rights agreement and the Florida ground
lease expense, non-recurring ResortQuest integration charges which when added to other expenses
related to the merger do not exceed $10 million, stock option expense, the non-cash gains and
losses on the disposal of certain fixed assets, and adds (subtracts) other gains (losses),
including the $5.4 million gain on the collection of a note receivable held by ResortQuest as well
as dividends received from our investments in unconsolidated companies. The Consolidated Cash Flow
measure is one of the principal tools used by management in evaluating the operating performance of
the Companys business and represents the method by which the Indentures calculate whether or not
the Company can incur additional indebtedness, (for instance, in order to incur certain additional
indebtedness, Consolidated Cash Flow for the most recent 4 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 segment operating income is included as part of the Supplemental Financial
Reconciliation Schedule provided with this press release and available on the Gaylord
Entertainment Investor Relations website. The calculation of CCF margin is CCF as a percentage of
revenue. |
|
|
|
4 Gaylord Hotels same-store operating and financial figures include the Gaylord
Opryland, Gaylord Palms, Gaylord Texan and Radisson hotel in Nashville, TN. |
|
|
|
Investor Relations Contacts:
|
|
Media Contacts: |
David Kloeppel, CFO
|
|
Josh Hochberg |
Gaylord Entertainment
|
|
Sloane & Company |
(615) 316-6101
|
|
(212) 446-1892 |
dkloeppel@gaylordentertainment.com
|
|
jhochberg@sloanepr.com |
~or~
|
|
~or~ |
Key Foster, VP Treasury, Strategic Planning & Investor Relations
|
|
Brian Abrahamson |
Gaylord Entertainment
|
|
Corporate Communications |
(615) 316-6132
|
|
Gaylord Entertainment |
kfoster@gaylordentertainment.com
|
|
(615) 316-6302 |
~or~ |
|
babrahamson@gaylordentertainment.com |
Rob Tanner, Director |
|
|
Investor Relations |
|
|
Gaylord Entertainment |
|
|
(615) 316-6572 |
|
|
rtanner@gaylordentertainment.com |
|
|
GAYLORD ENTERTAINMENT COMPANY
Non-GAAP Financial Measures and Reconciliations
In our press release and schedules, and related conference calls, we report certain financial
measures that are not prescribed or authorized by United States generally accepted accounting
principles (GAAP). We discuss managements reasons for reporting these non-GAAP measures below,
and the tables on the following pages reconcile the most directly comparable generally accepted
accounting principle measures to the non-GAAP measures that we refer to in our press release.
Although management evaluates and presents these non-GAAP measures for the reasons described below,
please be aware that these non-GAAP measures are not alternatives to revenue, operating income,
income from continuing operations, net income, earnings per share or any other comparable operating
measure prescribed by GAAP. In addition, these non-GAAP financial measures may be calculated and/or
presented differently than measures with the same or similar names that are reported by other
companies, and as a result, the non-GAAP measures we report may not be comparable to those reported
by others.
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 and CBS stock we own and
changes in the fair value of the derivative associated with our secured forward exchange contract
and gains on the sale of assets. In accordance with generally accepted accounting principles, the
changes in fair value of the Viacom and CBS 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.
Consolidated Cash Flow (which is used in this release as that term is defined in the
Indentures governing the Companys 8% and 6.75% senior notes) also excludes the impact of
pre-opening costs, impairment charges, 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, stock option expense, the non-cash gains and
losses on the disposal of certain fixed assets, and adds (subtracts) other gains (losses),
including the $5.4 million gain on the collection of a note receivable held by ResortQuest and
dividends received from our investments in unconsolidated companies. The Consolidated Cash Flow
measure is one of the principal tools used by management in evaluating the operating performance of
the Companys business and represents the method by which the Indentures calculate whether or not
the Company can incur additional indebtedness (for instance in order to incur certain 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 CCF margin is CCF as a percentage of revenue.
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
RECONCILIATION OF HISTORICAL FINANCIAL STATEMENTS
(in thousands, except operating metrics)
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA),
Consolidated Cash Flow (CCF) and Consolidated Cash Flow Margin (CCF Margin) reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY 2001 |
|
|
FY 2002 |
|
|
FY 2003 |
|
|
FY 2004 |
|
|
FY 2005 |
|
|
FY 2006 |
|
Gaylord Hotels Segment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
228,712 |
|
|
$ |
339,380 |
|
|
$ |
369,263 |
|
|
$ |
473,051 |
|
|
$ |
576,927 |
|
|
$ |
645,437 |
|
Operating income (loss) |
|
$ |
34,270 |
|
|
$ |
17,059 |
|
|
$ |
30,785 |
|
|
$ |
29,320 |
|
|
$ |
67,700 |
|
|
$ |
91,913 |
|
Depreciation & amortization |
|
|
25,593 |
|
|
|
44,924 |
|
|
|
46,536 |
|
|
|
58,521 |
|
|
|
63,188 |
|
|
|
64,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
59,863 |
|
|
$ |
61,983 |
|
|
$ |
77,321 |
|
|
$ |
87,841 |
|
|
$ |
130,888 |
|
|
$ |
156,415 |
|
Pre-opening costs |
|
|
|
|
|
|
8,913 |
|
|
|
11,562 |
|
|
|
14,205 |
|
|
|
5,005 |
|
|
|
7,174 |
|
Non-cash lease expense |
|
|
|
|
|
|
6,546 |
|
|
|
6,450 |
|
|
|
6,551 |
|
|
|
6,490 |
|
|
|
6,303 |
|
Stock Option Expense |
|
|
|
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,088 |
|
Gains and (losses), net |
|
|
|
|
|
|
0 |
|
|
|
(19 |
) |
|
|
(106 |
) |
|
|
42 |
|
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF |
|
|
|
|
|
$ |
77,442 |
|
|
$ |
95,314 |
|
|
$ |
108,491 |
|
|
$ |
142,425 |
|
|
$ |
170,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF Margin |
|
|
26 |
% |
|
|
23 |
% |
|
|
26 |
% |
|
|
23 |
% |
|
|
25 |
% |
|
|
27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaylord Entertainment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
296,066 |
|
|
$ |
405,252 |
|
|
$ |
447,108 |
|
|
$ |
728,623 |
|
|
$ |
866,539 |
|
|
$ |
947,922 |
|
Operating income (loss) |
|
$ |
(43,221 |
) |
|
$ |
7,090 |
|
|
$ |
(16,756 |
) |
|
$ |
(14,517 |
) |
|
$ |
20,634 |
|
|
$ |
(68,446 |
) |
Depreciation & amortization |
|
|
38,405 |
|
|
|
56,480 |
|
|
|
58,918 |
|
|
|
77,643 |
|
|
|
83,203 |
|
|
|
85,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
(4,816 |
) |
|
$ |
63,570 |
|
|
$ |
42,162 |
|
|
$ |
63,126 |
|
|
$ |
103,837 |
|
|
$ |
17,394 |
|
Pre-opening costs |
|
|
|
|
|
|
8,913 |
|
|
|
11,562 |
|
|
|
14,205 |
|
|
|
5,005 |
|
|
|
7,174 |
|
Non-cash lease expense |
|
|
|
|
|
|
7,620 |
|
|
|
7,470 |
|
|
|
7,386 |
|
|
|
7,096 |
|
|
|
6,530 |
|
Stock Option Expense |
|
|
|
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
6,172 |
|
Gains and (losses), net |
|
|
|
|
|
|
(26,020 |
) |
|
|
3,065 |
|
|
|
7,185 |
|
|
|
8,733 |
|
|
|
124,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF |
|
|
|
|
|
$ |
54,083 |
|
|
$ |
64,259 |
|
|
$ |
91,902 |
|
|
$ |
124,671 |
|
|
$ |
161,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF Margin |
|
|
-2 |
% |
|
|
13 |
% |
|
|
14 |
% |
|
|
13 |
% |
|
|
14 |
% |
|
|
17 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Ole Opry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
25,573 |
|
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,120 |
|
Depreciation & amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,282 |
|
Pre-opening costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Non-cash lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Stock Option Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131 |
|
Gains and (losses), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 |
% |
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
RECONCILIATION OF HISTORICAL FINANCIAL STATEMENTS
(in thousands, except operating metrics)
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA),
Consolidated Cash Flow (CCF) and Consolidated Cash Flow Margin (CCF Margin) reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q2 2004 |
|
|
Q3 2004 |
|
|
Q4 2004 |
|
|
Q1 2005 |
|
|
|
|
|
Gaylord Texan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
$ |
31,299 |
|
|
$ |
32,808 |
|
|
$ |
37,956 |
|
|
$ |
40,462 |
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
$ |
(4,655 |
) |
|
$ |
(823 |
) |
|
$ |
2,471 |
|
|
$ |
5,395 |
|
|
|
|
|
Depreciation & amortization |
|
|
|
|
|
|
4,859 |
|
|
|
4,677 |
|
|
|
5,018 |
|
|
|
5,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
|
|
|
|
$ |
204 |
|
|
$ |
3,854 |
|
|
$ |
7,489 |
|
|
$ |
10,408 |
|
|
|
|
|
Pre-opening costs |
|
|
|
|
|
|
2,949 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Non-cash lease expense |
|
|
|
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Stock Option Expense |
|
|
|
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Gains and (losses), net |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
1 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF |
|
|
|
|
|
$ |
3,153 |
|
|
$ |
3,853 |
|
|
$ |
7,490 |
|
|
$ |
10,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF Margin |
|
|
|
|
|
|
10.1 |
% |
|
|
12 |
% |
|
|
20 |
% |
|
|
26 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY 2001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FY 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaylord Opryland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
221,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
281,224 |
|
Operating income (loss) |
|
$ |
27,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
48,654 |
|
Depreciation & amortization |
|
|
24,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
51,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
70,324 |
|
Pre-opening costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Non-cash lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
Stock Option Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
486 |
|
Gains and (losses), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
70,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF Margin |
|
|
23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25 |
% |
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), Consolidated Cash Flow (CCF) reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GUIDANCE RANGE |
|
|
|
Q1 2007 |
|
|
Full Year 2007 |
|
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
Gaylord Hotels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Operating income (loss) |
|
$ |
24,348 |
|
|
$ |
26,348 |
|
|
$ |
88,500 |
|
|
$ |
96,500 |
|
Estimated Depreciation & amortization |
|
|
21,279 |
|
|
|
21,279 |
|
|
|
67,500 |
|
|
|
67,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Adjusted EBITDA |
|
$ |
45,627 |
|
|
$ |
47,627 |
|
|
$ |
156,000 |
|
|
$ |
164,000 |
|
Estimated Pre-opening costs |
|
|
|
|
|
|
|
|
|
|
18,300 |
|
|
|
18,300 |
|
Estimated Non-cash lease expense |
|
|
|
|
|
|
|
|
|
|
6,300 |
|
|
|
6,300 |
|
Estimated Stock Option Expense |
|
|
373 |
|
|
|
373 |
|
|
|
1,400 |
|
|
|
1,400 |
|
Estimated Gains and (losses), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated CCF |
|
$ |
46,000 |
|
|
$ |
48,000 |
|
|
$ |
182,000 |
|
|
$ |
190,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opry and Attractions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Operating income (loss) |
|
$ |
(1,529 |
) |
|
$ |
(1,449 |
) |
|
$ |
4,800 |
|
|
$ |
5,800 |
|
Estimated Depreciation & amortization |
|
|
1,577 |
|
|
|
1,577 |
|
|
|
5,900 |
|
|
|
5,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Adjusted EBITDA |
|
$ |
48 |
|
|
$ |
128 |
|
|
$ |
10,700 |
|
|
$ |
11,700 |
|
Estimated Pre-opening costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Non-cash lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Stock Option Expense |
|
|
69 |
|
|
|
69 |
|
|
|
300 |
|
|
|
300 |
|
Estimated Gains and (losses), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated CCF |
|
$ |
117 |
|
|
$ |
197 |
|
|
$ |
11,000 |
|
|
$ |
12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Operating income (loss) |
|
$ |
(13,421 |
) |
|
$ |
(12,421 |
) |
|
$ |
(55,600 |
) |
|
$ |
(52,600 |
) |
Estimated Depreciation & amortization |
|
|
1,361 |
|
|
|
1,361 |
|
|
|
5,100 |
|
|
|
5,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Adjusted EBITDA |
|
$ |
(12,060 |
) |
|
$ |
(11,060 |
) |
|
$ |
(50,500 |
) |
|
$ |
(47,500 |
) |
Estimated Pre-opening costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Non-cash lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Stock Option Expense |
|
|
2,056 |
|
|
|
2,056 |
|
|
|
3,500 |
|
|
|
3,500 |
|
Estimated Gains and (losses), net |
|
|
|
|
|
|
|
|
|
|
4,000 |
|
|
|
4,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated CCF |
|
$ |
(10,004 |
) |
|
$ |
(9,004 |
) |
|
$ |
(43,000 |
) |
|
$ |
(40,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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), Consolidated Cash Flow (CCF) reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GUIDANCE RANGE |
|
|
|
Full Year 2008* |
|
|
Full Year 2010 |
|
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
Gaylord National |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Revenue |
|
$ |
198,463 |
|
|
$ |
213,833 |
|
|
$ |
301,742 |
|
|
$ |
320,507 |
|
Estimated Operating income (loss) |
|
$ |
11,017 |
|
|
$ |
20,923 |
|
|
$ |
44,230 |
|
|
$ |
58,650 |
|
Estimated Depreciation & amortization |
|
|
26,116 |
|
|
|
26,210 |
|
|
|
55,696 |
|
|
|
56,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Adjusted EBITDA |
|
$ |
37,133 |
|
|
$ |
47,133 |
|
|
$ |
99,926 |
|
|
$ |
114,926 |
|
Estimated Pre-opening costs |
|
|
12,811 |
|
|
|
12,811 |
|
|
|
|
|
|
|
|
|
Estimated Non-cash lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Stock Option Expense |
|
|
56 |
|
|
|
56 |
|
|
|
74 |
|
|
|
74 |
|
Estimated Gains and (losses), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated CCF |
|
$ |
50,000 |
|
|
$ |
60,000 |
|
|
$ |
100,000 |
|
|
$ |
115,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCF Margin |
|
|
25 |
% |
|
|
28 |
% |
|
|
33 |
% |
|
|
36 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gaylord Hotels Same-Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Operating income (loss) |
|
|
|
|
|
|
|
|
|
$ |
149,231 |
|
|
$ |
185,147 |
|
Estimated Depreciation & amortization |
|
|
|
|
|
|
|
|
|
|
78,467 |
|
|
|
72,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
$ |
227,698 |
|
|
$ |
257,698 |
|
Estimated Pre-opening costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Non-cash lease expense |
|
|
|
|
|
|
|
|
|
|
5,916 |
|
|
|
5,916 |
|
Estimated Stock Option Expense |
|
|
|
|
|
|
|
|
|
|
1,386 |
|
|
|
1,386 |
|
Estimated Gains and (losses), net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated CCF |
|
|
|
|
|
|
|
|
|
$ |
235,000 |
|
|
$ |
265,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents a partial year of operation at the Gaylord National |