FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

GAYLORD ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware		73-0664379
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

One Gaylord Drive
Nashville, Tennessee 37214
(Address of principal executive offices)
(Zip Code)

(615) 316-6000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ            Accelerated filer o            Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of April 30, 2007
Common Stock, $.01 par value		40,963,149 shares

 

 

GAYLORD ENTERTAINMENT COMPANY

FORM 10-Q

For the Quarter Ended March 31, 2007
INDEX

		Page
Part I — Financial Information
Item 1. Financial Statements.
Condensed Consolidated Statements of Operations - For the Three Months Ended March 31, 2007 and 2006			3
Condensed Consolidated Balance Sheets - March 31, 2007 and December 31, 2006			4
Condensed Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2007 and 2006			5
Notes to Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			30
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			56
Item 4. Controls and Procedures.			58
Part II — Other Information
Item 1. Legal Proceedings.			58
Item 1A. Risk Factors.			58
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			58
Item 3. Defaults Upon Senior Securities.			58
Item 4. Submission of Matters to a Vote of Security Holders.			58
Item 5. Other Information.			58
Item 6. Exhibits.			59
SIGNATURES
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO

Part I – FINANCIAL INFORMATION

Item 1. – FINANCIAL STATEMENTS.

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2007 and 2006
(Unaudited)
(In thousands, except per share data)

		2007				2006
Revenues		$	239,841			$	241,611
Operating expenses:
Operating costs			151,999				151,779
Selling, general and administrative			50,702				45,870
Preopening costs			2,945				1,062
Depreciation			19,516				18,608
Amortization			2,345				2,685
Operating income			12,334				21,607
Interest expense, net of amounts capitalized			(18,778	)			(17,830	)
Interest income			663				707
Unrealized loss on Viacom stock and CBS stock			(2,789	)			(13,235	)
Unrealized gain on derivatives			9,569				15,392
(Loss) income from unconsolidated companies			(1,918	)			2,756
Other gains and (losses), net			5,680				6,090
Income before provision for income taxes			4,761				15,487
Provision for income taxes			1,297				4,197
Income from continuing operations			3,464				11,290
Gain from discontinued operations, net of income taxes			—				1,869
Net income		$	3,464			$	13,159
Basic income per share:
Income from continuing operations		$	0.08			$	0.28
Gain from discontinued operations, net of income taxes			0.00				0.05
Net income		$	0.08			$	0.33
Fully diluted income per share:
Income from continuing operations		$	0.08			$	0.27
Gain from discontinued operations, net of income taxes			0.00				0.05
Net income		$	0.08			$	0.32

The accompanying notes are an integral part of these condensed consolidated financial statements.

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2007 and December 31, 2006
(Unaudited)
(In thousands)

		March 31,				December 31,
		2007				2006
ASSETS
Current assets:
Cash and cash equivalents — unrestricted		$	36,515			$	40,562
Cash and cash equivalents — restricted			24,191				15,715
Short term investments			392,124				394,913
Trade receivables, less allowance of $889 and $1,342, respectively			54,549				39,458
Estimated fair value of derivative assets			218,703				207,428
Deferred financing costs			3,831				10,461
Other current assets			37,822				29,106
Current assets of discontinued operations			—				28
Total current assets			767,735				737,671
Property and equipment, net of accumulated depreciation			1,754,272				1,638,443
Intangible assets, net of accumulated amortization			21,528				22,688
Goodwill			87,458				87,331
Indefinite lived intangible assets			28,254				28,254
Investments			82,282				84,488
Long-term deferred financing costs			17,274				15,579
Other long-term assets			18,236				18,065
Total assets		$	2,777,039			$	2,632,519
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations		$	2,293			$	2,034
Secured forward exchange contract			613,054				613,054
Accounts payable and accrued liabilities			235,549				222,717
Deferred income taxes			56,648				56,628
Current liabilities of discontinued operations			592				578
Total current liabilities			908,136				895,011
Long-term debt and capital lease obligations, net of current portion			873,961				753,572
Deferred income taxes			89,184				96,537
Estimated fair value of derivative liabilities			1,605				2,610
Other long-term liabilities			95,700				86,525
Long-term liabilities of discontinued operations			237				238
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding			—				—
Common stock, $.01 par value, 150,000 shares authorized, 40,910 and 40,804 shares issued and outstanding, respectively			409				408
Additional paid-in capital			701,384				694,941
Retained earnings			122,311				118,885
Accumulated other comprehensive loss			(15,888	)			(16,208	)
Total stockholders’ equity			808,216				798,026
Total liabilities and stockholders’ equity		$	2,777,039			$	2,632,519

The accompanying notes are an integral part of these condensed consolidated financial statements.

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2007 and 2006
(Unaudited)
(In thousands)

		2007				2006
Cash Flows from Operating Activities:
Net income		$	3,464			$	13,159
Amounts to reconcile net income to net cash flows provided by operating activities:
Gain from discontinued operations, net of taxes			—				(1,869	)
Loss (income) from unconsolidated companies			1,918				(2,756	)
Unrealized gain on Viacom stock and CBS stock and related derivatives			(6,780	)			(2,157	)
Provision for deferred income taxes			1,297				4,197
Depreciation and amortization			21,861				21,293
Amortization of deferred financing costs			7,424				7,393
Write-off of deferred financing costs			1,192				—
Stock-based compensation expense			2,815				1,667
Excess tax benefit from stock-based compensation			(581	)			(1,890	)
(Gain) loss on sales of assets			(4,175	)			128
Dividends received from investments in unconsolidated companies			—				172
Changes in (net of acquisitions and divestitures):
Trade receivables			(15,091	)			(23,927	)
Accounts payable and accrued liabilities			11,155				13,736
Other assets and liabilities			(8,807	)			(3,176	)
Net cash flows provided by operating activities — continuing operations			15,692				25,970
Net cash flows provided by (used in) operating activities — discontinued operations			31				(3,014	)
Net cash flows provided by operating activities			15,723				22,956
Cash Flows from Investing Activities:
Purchases of property and equipment			(135,019	)			(53,517	)
Returns of investment (additional investment) in unconsolidated companies			301				(473	)
Proceeds from sales of assets			4,995				310
Other investing activities			(1,130	)			(4,039	)
Net cash flows used in investing activities — continuing operations			(130,853	)			(57,719	)
Net cash flows used in investing activities — discontinued operations			—				(816	)
Net cash flows used in investing activities			(130,853	)			(58,535	)
Cash Flows from Financing Activities:
Borrowings under credit facility			120,000				10,000
Deferred financing costs paid			(3,681	)			—
Increase in restricted cash and cash equivalents			(8,476	)			(8,817	)
Proceeds from exercise of stock option and purchase plans			3,029				7,231
Excess tax benefit from stock-based compensation			581				1,890
Other financing activities, net			(380	)			(458	)
Net cash flows provided by financing activities — continuing operations			111,073				9,846
Net cash flows provided by financing activities — discontinued operations			10				3,354
Net cash flows provided by financing activities			111,083				13,200
Net change in cash and cash equivalents			(4,047	)			(22,379	)
Cash and cash equivalents — unrestricted, beginning of period			40,562				58,719
Cash and cash equivalents — unrestricted, end of period		$	36,515			$	36,340

The accompanying notes are an integral part of these condensed consolidated financial statements.

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION:

The condensed consolidated financial statements include the accounts of Gaylord Entertainment Company and its subsidiaries (the “Company”) and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the financial information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim period have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

2. INCOME PER SHARE:

The weighted average number of common shares outstanding is calculated as follows:

		Three Months Ended March 31,
(in thousands)		2007				2006
Weighted average shares outstanding			40,802				40,311
Effect of dilutive stock options			1,310				1,084
Weighted average shares outstanding - assuming dilution			42,112				41,395

3. COMPREHENSIVE INCOME:

Comprehensive income is as follows for the three months of the respective periods:

		Three Months Ended
		March 31,
(in thousands)		2007				2006
Net income		$	3,464			$	13,159
Unrealized gain on natural gas derivatives, net of deferred income taxes			487				—
Minimum pension liability, net of deferred income taxes			(81	)			—
Foreign currency translation, net of deferred income taxes			(86	)			—
Comprehensive income		$	3,784			$	13,159

4. INVESTMENTS:

The Company currently owns 13.0% of Bass Pro Group, LLC (“Bass Pro”), which is the owner of the Bass Pro Inc., Tracker Marine Boats and Big Cedar Lodge businesses. Prior to December 14, 2005, the Company owned 26.6% of Bass Pro, Inc. On December 14, 2005, the shareholders of Bass Pro, Inc. contributed their equity in Bass Pro, Inc. to Bass Pro in exchange for ownership interests in Bass Pro. The majority owner of Bass Pro, Inc. also contributed (simultaneously with the contributions of the Bass Pro, Inc. stock) his equity interest in Tracker Marine, L.L.C., Tracker Marine Retail, LLC and Big Cedar L.L.C. to Bass Pro. As a result, Bass Pro, Inc., Tracker Marine, L.L.C., Tracker Marine Retail, LLC and Big Cedar, L.L.C. are all wholly-owned subsidiaries of Bass Pro Group, LLC. Because the new entity owns these additional businesses, the Company’s ownership interest in Bass Pro decreased from 26.6% to 13.0% on December 14, 2005. However, the Company continues to account for its investment in Bass Pro under the equity method of accounting in accordance with EITF Issue No. 03-16, Accounting for Investments in Limited Liability Companies, American Institute of Certified Public Accountants Statement of Position 78-9, Accounting for Investments in Real Estate Ventures, and EITF Abstracts Topic No. D-46, Accounting for Limited Partnership Investment.

Summary financial information for Bass Pro from which the Company’s equity method income is derived is as follows (in thousands):

		Three Months Ended
		March 31,
		2007				2006
Net sales		$	461,330			$	499,364
Gross profit			224,631				193,358
Net (loss) income			(943	)			10,599

		March 31,				December 31,
		2007				2006
Current assets		$	682,083			$	705,676
Noncurrent assets			667,260				608,201
Current liabilities			558,885				534,287
Noncurrent liabilities			562,447				548,500

See “Subsequent Events” under Note 18 below for a discussion of our agreement to sell our ownership interest in Bass Pro.

5. DISCONTINUED OPERATIONS:

The Company has reflected the following businesses as discontinued operations, consistent with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets and Accounting Principles Board (“APB”) Opinion No. 30, Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, and Unusual and Infrequently Occurring Events and Transactions. The results of operations, net of taxes, and the carrying value of the assets and liabilities of these businesses have been reflected in the accompanying condensed consolidated financial statements as discontinued operations in accordance with SFAS No. 144 for all periods presented.

ResortQuest Discontinued Markets

During the third quarter of 2005, the Company committed to a plan of disposal of certain markets of its ResortQuest business that were considered to be inconsistent with the Company’s long term growth strategy. In connection with this plan of disposal, the Company recorded pre-tax restructuring charges of $0.1 million for the three months ended March 31, 2006 related to employee severance benefits in the discontinued markets. The Company completed the sale of four of these markets in the fourth quarter of 2005, two of these markets in the first quarter of 2006, and the remaining two markets in the second quarter of 2006.

During the second quarter of 2006, the Company completed the sale of one additional market of its ResortQuest business that was not included in the plan of disposal described above, but was later determined to be inconsistent with the Company’s long term growth strategy. The Company did not record any restructuring charges in connection with the sale of this market.

The following table reflects the results of operations of businesses accounted for as discontinued operations for the three months ended March 31, 2007 and 2006:

		Three Months Ended
		March 31,
(in thousands)		2007				2006
Revenues:
ResortQuest Discontinued Markets		$	—			$	1,891
Operating loss:
ResortQuest Discontinued Markets		$	—			$	(149	)
Restructuring charges			—				(69	)
Total operating loss			—				(218	)
Interest income			—				5
Other gains and (losses):
ResortQuest Discontinued Markets			—				(222	)
Other			—				(19	)
Loss before benefit for income taxes			—				(454	)
Benefit for income taxes			—				(2,323	)
Gain from discontinued operations, net of income taxes		$	—			$	1,869

Included in other gains and (losses) in the three months ended March 31, 2006 is a pre-tax loss of $0.3 million on the sale of certain ResortQuest Discontinued Markets. The remaining gains and (losses) in the three months ended March 31, 2006 are primarily comprised of gains and losses recognized on the resolution of various contingent items subsequent to the sale of the ResortQuest Discontinued Markets, as well as miscellaneous income and expense. The benefit for income taxes for the three months ended March 31, 2006 primarily results from the Company settling certain ResortQuest issues with the Internal Revenue Service related to periods prior to the acquisition of ResortQuest, as well as the writeoff of taxable goodwill associated with the ResortQuest

Discontinued Markets sold in these periods.

The assets and liabilities of the discontinued operations presented in the accompanying condensed consolidated balance sheets are comprised of:

		March 31,				December 31,
(in thousands)		2007				2006
Current assets:
Cash and cash equivalents — unrestricted		$	—			$	18
Cash and cash equivalents — restricted			—				10
Total current assets		$	—			$	28
Current liabilities:
Accounts payable and accrued liabilities		$	592			$	578
Total current liabilities			592				578
Other long-term liabilities			237				238
Total long-term liabilities			237				238
Total liabilities		$	829			$	816

See “Subsequent Events” under Note 18 below for a discussion of our agreement to sell our ResortQuest operations in Hawaii.

6. OTHER OPERATING ITEMS

In order to redevelop certain food and beverage operations at Gaylord Opryland Resort & Convention Center, the Company terminated the lease held by the third-party operator of the hotel’s food court during the first quarter of 2007. The Company paid the operator $2.9 million to terminate the lease, which was recorded as selling, general and administrative expense in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2007.

Also during the first quarter of 2007, the Company sold the previously utilized corporate aircraft for net proceeds of $5.0 million in cash, which resulted in the Company recording a gain of $4.5 million in other gains and losses in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2007.

During 1998, ResortQuest recorded a note receivable of $4.0 million as a result of cash advances made to a primary stockholder (“Debtor”) of the predecessor company who is no longer an affiliate of ResortQuest. The note was collateralized by a third mortgage on residential real estate owned by the Debtor. Due to the failure to make interest payments, the note receivable was in default. The Company accelerated the note and demanded payment in full. The Company also contracted an independent external third party to appraise the property by which the note was secured, confirm the outstanding senior claims on the property and assess the associated credit risk. Based on this assessment, the Company assigned no value to the note receivable in the purchase price allocation associated with the ResortQuest acquisition. On January 23, 2006, the bankruptcy court approved a plan to restructure the note receivable, and the Company received $5.7 million in cash and a secured administrative claim of $0.5 million in full settlement of the note receivable, accrued interest, and other related amounts due to the Company. Because the Company assigned no value to this note receivable as part of the ResortQuest purchase price allocation, the collection of this note receivable resulted in the Company recording a net gain of $5.4 million in other gains and losses in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2006.

7. DEBT:

8% Senior Notes

On November 12, 2003, the Company completed its offering of $350 million in aggregate principal amount of senior notes due 2013 (the “8% Senior Notes”) in an institutional private placement. The Company filed an exchange offer registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) with respect to the 8% Senior Notes and subsequently exchanged the existing senior notes for publicly registered senior notes with the same terms after the registration statement was declared effective in April 2004. The interest rate on these notes is 8%, although the Company has entered into fixed to variable interest rate swaps with respect to $125 million principal amount of the 8% Senior Notes, which swaps result in an effective interest rate of LIBOR plus 2.95% with respect to that portion of the 8% Senior Notes. The 8% Senior Notes, which mature on November 15, 2013, bear interest semi-annually in arrears on May 15 and November 15 of each year, starting on May 15, 2004. The 8% Senior Notes are redeemable, in whole or in part by the Company, at any time on or after November 15, 2008 at a designated redemption amount, plus accrued and unpaid interest. The 8% Senior Notes rank equally in right of payment with the Company’s other unsecured unsubordinated debt, but are effectively subordinated to all of the Company’s secured debt to the extent of the assets securing such debt. The 8% Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by generally all of the Company’s active domestic subsidiaries. In connection with the offering and subsequent registration of the 8% Senior Notes, the Company paid approximately $10.1 million in deferred financing costs. The net proceeds from the offering of the 8% Senior Notes, together with $22.5 million of the Company’s cash on hand, were used as follows:

	•		$275.5 million was used to repay the $150 million senior term loan portion and the $50 million subordinated term loan portion of a senior secured credit facility secured by the Company’s Florida and Texas hotel properties, as well as the remaining $66 million of a mezzanine loan secured by the equity interest in a wholly-owned subsidiary that owned Gaylord Opryland and to pay certain fees and expenses related to the ResortQuest acquisition; and
	•		$79.2 million was placed in escrow pending consummation of the ResortQuest acquisition. On November 20, 2003, the $79.2 million together with $8.2 million of the available cash, was used to repay (i) ResortQuest’s senior notes and its credit facility, the principal amount of which aggregated $85.1 million at closing, and (ii) a related prepayment penalty.

The 8% Senior Notes indenture contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, capital expenditures, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The 8% Senior Notes are cross-defaulted to the Company’s other indebtedness.

6.75% Senior Notes

On November 30, 2004, the Company completed its offering of $225 million in aggregate principal amount of senior notes due 2014 (the “6.75% Senior Notes”) in an institutional private placement. In April 2005, the Company filed an exchange offer registration statement on Form S-4 with the SEC with respect to the 6.75% Senior Notes and subsequently exchanged the existing senior notes for publicly registered senior notes with the same terms after the registration statement was declared effective in May 2005. The interest rate of these notes is 6.75%. The 6.75% Senior Notes, which mature on November 15, 2014, bear interest semi-annually in cash in arrears on May 15 and November 15 of each year, starting on May 15, 2005. The 6.75% Senior Notes are redeemable, in whole or in part by the Company, at any time on or after November 15, 2009 at a designated redemption amount, plus accrued and unpaid interest. In addition, the Company may redeem up to 35% of the 6.75% Senior Notes before November 15, 2007 with the net cash proceeds from certain equity offerings. The

6.75% Senior Notes rank equally in right of payment with the Company’s other unsecured unsubordinated debt, but are effectively subordinated to all of the Company’s secured debt to the extent of the assets securing such debt. The 6.75% Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by generally all of the Company’s active domestic subsidiaries. In connection with the offering of the 6.75% Senior Notes, the Company paid approximately $4.2 million in deferred financing costs. The net proceeds from the offering of the 6.75% Senior Notes, together with cash on hand, were used to repay a senior loan that was secured by a first mortgage lien on the assets of Gaylord Opryland and to provide capital for growth of the Company’s other businesses and other general corporate purposes. In addition, the 6.75% Senior Notes indenture contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, capital expenditures, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The 6.75% Senior Notes are cross-defaulted to the Company’s other indebtedness.

$600.0 Million Credit Facility

On March 10, 2005, the Company entered into a $600.0 million credit facility with Bank of America, N.A. acting as the administrative agent. This credit facility, which replaced a $100.0 million revolving credit facility, consisted of the following components: (a) a $300.0 million senior secured revolving credit facility, which included a $50.0 million letter of credit sublimit, and (b) a $300.0 million senior secured delayed draw term loan facility, which could be drawn on in one or more advances during its term. The credit facility also included an accordion feature that allowed the Company, on a one-time basis, to increase the credit facilities by a total of up to $300.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The revolving loan, letters of credit and term loan mature on March 9, 2010. At the Company’s election, the revolving loans and the term loans had an interest rate of LIBOR plus 2% or the lending banks’ base rate plus 1%, subject to adjustments based on the Company’s financial performance. Interest on the Company’s borrowings was payable quarterly, in arrears, for base rate loans and at the end of each interest rate period for LIBOR rate-based loans. Principal was payable in full at maturity. The Company was required to pay a commitment fee ranging from 0.25% to 0.50% per year of the average unused portion of the credit facility.

As a result of the refinancing of the $600.0 million credit facility, which is discussed below, the Company wrote off $1.2 million in deferred financing costs during the first quarter of 2007, which is included in interest expense in the accompanying condensed consolidated statement of operations.

$1.0 Billion Credit Facility

On March 23, 2007, the Company refinanced its $600.0 million credit facility by entering into an Amended and Restated Credit Agreement by and among the Company, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent. The $1.0 billion amended and restated credit facility (the “$1.0 Billion Credit Facility”) represents an increase of the Company’s previous $600.0 million credit facility, which is discussed above.

The $1.0 Billion Credit Facility consists of the following components: (a) a $300.0 million senior secured revolving credit facility, which includes a $50.0 million letter of credit sublimit and a $30.0 million sublimit for swingline loans, and (b) a $700.0 million senior secured delayed draw term loan facility, which may be drawn on in one or more advances during its term. The $1.0 Billion Credit Facility also includes an accordion feature that will allow the Company to increase the $1.0 Billion Credit Facility by a total of up to $100.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The revolving loan, letters of credit and term loan mature on March 9, 2010. At the Company’s election, the revolving loans and the term loans will bear interest at an annual rate of LIBOR plus an applicable margin ranging from 1.25% to 1.75% or the lending banks’ base rate plus an applicable margin ranging from 0.00% to 0.50%, subject to adjustments based on the Company’s borrowing base leverage. Interest on the Company’s borrowings is payable quarterly, in arrears, for base rate loans and at the end of each interest rate period for LIBOR rate-based

loans. Principal is payable in full at maturity. The Company is required to pay a commitment fee ranging from 0.125% to 0.35% per year of the average unused portion of the $1.0 Billion Credit Facility.

The purpose of the $1.0 Billion Credit Facility is for working capital and capital expenditures and the financing of the costs and expenses related to the continued construction of the Gaylord National hotel. Construction of the Gaylord National hotel is required to be substantially completed by October 31, 2008 (subject to customary force majeure provisions).

The $1.0 Billion Credit Facility is (i) secured by a first mortgage and lien on the real property and related personal and intellectual property of the Company’s Gaylord Opryland hotel, Gaylord Texan hotel, Gaylord Palms hotel and Gaylord National hotel (which is in the process of being constructed, as described below) and pledges of equity interests in the entities that own such properties and (ii) guaranteed by each of the four wholly owned subsidiaries that own the four hotels as well as ResortQuest International, Inc. Advances are subject to a 60% borrowing base, based on the appraisal value of the hotel properties (reduced to 50% in the event a hotel property is sold).

In addition, the $1.0 Billion Credit Facility contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The material financial covenants, ratios or tests contained in the $1.0 Billion Credit Facility are as follows:

	•		The Company must maintain a consolidated funded indebtedness to total asset value ratio as of the end of each calendar quarter (i) following the closing date of the $1.0 Billion Credit Facility through the calendar quarter ending immediately prior to the first full quarter during which the Gaylord National hotel is substantially completed, of not more than 70% and (ii) for all calendar quarters thereafter, of not more than 65%.
	•		The Company must maintain a consolidated tangible net worth of not less than the sum of $550.0 million, increased on a cumulative basis as of the end of each calendar quarter, commencing with the calendar quarter ending March 31, 2005, by an amount equal to (i) 75% of consolidated net income (to the extent positive) for the calendar quarter then ended, plus (ii) 75% of the proceeds received by the Company or any of the Company’s subsidiaries in connection with any equity issuance.
	•		The Company must maintain a minimum consolidated fixed charge coverage ratio of not less than 2.00 to 1.00 for all calendar quarters during the term hereof.
	•		The Company must maintain an implied debt service coverage ratio (the ratio of adjusted net operating income to monthly principal and interest that would be required if the outstanding balance were amortized over 25 years at an interest rate equal to the then current seven year Treasury Note plus 0.25%) of not less than 1.60 to 1.00.

As of March 31, 2007, the Company was in compliance with all covenants. As of March 31, 2007, $295.0 million of borrowings were outstanding under the $1.0 Billion Credit Facility, and the lending banks had issued $12.2 million of letters of credit under the facility for the Company. The $1.0 Billion Credit Facility is cross-defaulted to our other indebtedness.

8. SECURED FORWARD EXCHANGE CONTRACT:

During May 2000, the Company entered into a seven-year secured forward exchange contract (“SFEC”) with an affiliate of Credit Suisse First Boston with respect to 10,937,900 shares of Viacom, Inc. Class B common stock. Effective January 3, 2006, Viacom, Inc. completed a transaction to separate Viacom, Inc. into two publicly traded companies named Viacom, Inc. and CBS Corporation by converting (i) each outstanding share of Viacom, Inc. Class A common stock into 0.5 shares of Viacom, Inc. Class A common stock and 0.5 shares of CBS Corporation Class A common stock and (ii) each outstanding share of Viacom Class B common stock into 0.5 shares of Viacom, Inc. Class B common stock and 0.5 shares of CBS Corporation Class B common stock. As a result of this transaction, the Company exchanged its 10,937,900 shares of Viacom, Inc. Class B common stock for 5,468,950 shares of Viacom, Inc. Class B common stock (“Viacom Stock”) and 5,468,950 shares of CBS Corporation Class B common stock (“CBS Stock”) effective January 3, 2006.

The seven-year SFEC has a notional amount of $613.1 million and required contract payments based upon a stated 5% rate. The SFEC protects the Company against decreases in the combined fair market value of the Viacom Stock and CBS Stock while providing for participation in increases in the combined fair market value, as discussed below. The Company realized cash proceeds from the SFEC of $506.5 million, net of discounted prepaid contract payments and prepaid interest related to the first 3.25 years of the contract and transaction costs totaling $106.6 million. In October 2000, the Company prepaid the remaining 3.75 years of contract interest payments required by the SFEC of $83.2 million. As a result of the prepayment, the Company is not required to make any further contract interest payments during the seven-year term of the SFEC. Additionally, as a result of the prepayment, the Company was released from certain covenants of the SFEC, which related to sales of assets, additional indebtedness and liens. The unamortized balances of the prepaid contract interest are classified as current assets of $3.8 million and $10.5 million as of March 31, 2007 and December 31, 2006, respectively, in the accompanying condensed consolidated balance sheets. The Company is recognizing the prepaid contract payments and deferred financing charges associated with the SFEC as interest expense over the seven-year contract period using the effective interest method, which resulted in non-cash interest expense of $6.6 million for the three months ended March 31, 2007 and 2006. The Company utilized $394.1 million of the net proceeds from the SFEC to repay all outstanding indebtedness under a 1997 revolving credit facility, and the 1997 revolving credit facility was terminated.

The Company’s obligation under the SFEC is collateralized by a security interest in the Company’s Viacom Stock and CBS Stock. At the end of the seven-year contract term, the Company may, at its option, elect to pay in cash rather than by delivery of all or a portion of the Viacom Stock and CBS Stock. The SFEC protects the Company against decreases in the combined fair market value of the Viacom Stock and CBS Stock below $56.05 per share by way of a put option; the SFEC also provides for participation in the increases in the combined fair market value of the Viacom Stock and CBS Stock in that the Company receives 100% of the appreciation between $56.05 and $64.45 per share and, by way of a call option, 25.93% of the appreciation above $64.45 per share, as of March 31, 2007.

The secured forward exchange contract matures in May 2007. Therefore, the Company has classified the debt, derivative liability, and net deferred tax liability associated with the secured forward exchange contract as current liabilities and the investments in Viacom Stock and CBS Stock and the derivative asset associated with the secured forward exchange contract as current assets in the accompanying condensed consolidated balance sheet as of March 31, 2007.

In accordance with the provisions of SFAS No. 133, as amended, certain components of the secured forward exchange contract are considered derivatives, as discussed in Note 9.

9. DERIVATIVE FINANCIAL INSTRUMENTS:

The Company utilizes derivative financial instruments to reduce certain of its interest rate risks and to manage risk exposure to changes in the value of its Viacom Stock and CBS Stock and portions of its fixed rate debt, as well as changes in the prices at which the Company purchases natural gas.

Viacom Stock and CBS Stock

Upon adoption of SFAS No. 133, the Company valued the SFEC based on pricing provided by a financial institution and reviewed by the Company. The financial institution’s market prices are prepared for each quarter close period on a mid-market basis by reference to proprietary models and do not reflect any bid/offer spread. For the three months ended March 31, 2007 and 2006, the Company recorded net pretax gains in the Company’s condensed consolidated statements of operations of $9.6 million and $15.4 million, respectively, related to the increase in the fair value of the derivatives associated with the SFEC.

Fixed Rate Debt

Upon issuance of the 8% Senior Notes, the Company entered into two interest rate swap agreements with a combined notional amount of $125.0 million to convert the fixed rate on $125.0 million of the 8% Senior Notes to a variable rate in order to access the lower borrowing costs that were available on floating-rate debt. Under these swap agreements, which mature on November 15, 2013, the Company receives a fixed rate of 8% and pays a variable rate, in arrears, equal to six-month LIBOR plus 2.95%. The terms of the swap agreement mirror the terms of the 8% Senior Notes, including semi-annual settlements on the 15^th of May and November each year. Under the provisions of SFAS No. 133, as amended, changes in the fair value of this interest rate swap agreement must be offset against the corresponding change in fair value of the 8% Senior Notes through earnings. The Company has determined that there will not be an ineffective portion of this fair value hedge and, therefore, no impact on earnings. As of March 31, 2007, the Company determined that, based upon dealer quotes, the fair value of these interest rate swap agreements was ($1.6) million. The Company has recorded a derivative liability and an offsetting reduction in the balance of the 8% Senior Notes accordingly. As of December 31, 2006, the Company determined that, based upon dealer quotes, the fair value of these interest rate swap agreements was ($2.3) million. The Company recorded a derivative liability and an offsetting reduction in the balance of the 8% Senior Notes accordingly.

Natural Gas Risk Management

The Company uses variable to fixed natural gas price swap contracts to manage unanticipated changes in natural gas and electricity prices. The contracts are based on forecasted usage of natural gas measured in dekatherms.

The Company has designated the variable to fixed natural gas price swap contracts as cash flow hedges. The Company values the outstanding contracts based on pricing provided by a financial institution and reviewed by the Company, with the offset applied to other comprehensive income, net of applicable income taxes, and earnings for any hedge ineffectiveness. Any gain or loss is reclassified from other comprehensive income and recognized in operating costs in the same period or periods during which the hedged transaction affects earnings.

At March 31, 2007, the Company had variable to fixed natural gas price swap contracts that mature from April 2007 to September 2007 with an aggregate notional amount of approximately 455,000 dekatherms. The fair value of these contracts was $0.5 million as of March 31, 2007. The Company recorded a derivative asset and an offsetting increase in accumulated other comprehensive income, net of applicable income taxes, accordingly. At December 31, 2006, the Company had variable to fixed natural gas price swap contracts that matured from

January 2007 to May 2007 with an aggregate notional amount of approximately 197,000 dekatherms. The fair value of these contracts was ($0.3) million. The Company recorded a derivative liability and an offsetting decrease in accumulated other comprehensive loss, net of applicable income taxes, accordingly.

The ineffective portion of the derivative is recognized in other gains and losses within the accompanying consolidated statement of operations and was not significant for the periods reported. The amount that the Company anticipates that will be reclassified out of accumulated other comprehensive loss and into earnings in the next twelve months is a gain of approximately $0.5 million.

10. SUPPLEMENTAL CASH FLOW DISCLOSURES:

Cash paid for interest related to continuing operations for the three months ended March 31, 2007 and 2006 was comprised of:

		Three Months Ended
		March 31,
(in thousands)		2007				2006
Debt interest paid		$	6,876			$	1,268
Deferred financing costs paid			3,681				—
Capitalized interest			(5,728	)			(1,268	)
Cash interest paid, net of capitalized interest		$	4,829			$	—

Total capitalized interest for the three months ended March 31, 2007 and 2006 was $5.7 million and $1.6 million, respectively. Income taxes paid were $0.5 million and $1.2 million for the three months ended March 31, 2007 and 2006, respectively.

11. GOODWILL AND INTANGIBLES:

The changes in the carrying amounts of goodwill by business segment for the three months ended March 31, 2007 are as follows (amounts in thousands):

						Purchase
		Balance as of				Accounting				Balance as of
		January 1, 2007				Adjustments				March 31, 2007
Hospitality		$	—			$	—			$	—
Opry and Attractions			6,915				—				6,915
ResortQuest			80,416				127				80,543
Corporate and Other			—				—				—
Total		$	87,331			$	127			$	87,458

During the three months ended March 31, 2007, the Company made adjustments to deferred taxes associated with the ResortQuest acquisition. These adjustments resulted in a net increase in goodwill of $0.1 million.

The carrying amount of indefinite-lived intangible assets not subject to amortization was $28.3 million at March 31, 2007 and December 31, 2006. The gross carrying amount of amortized intangible assets in continuing operations was $37.5 million at March 31, 2007 and December 31, 2006. The related accumulated amortization of amortized intangible assets in continuing operations was $16.0 million and $14.8 million at March 31, 2007 and December 31, 2006, respectively. The amortization expense related to intangible assets from continuing operations during the three months ended March 31, 2007 and 2006 was $1.2 million and $1.3 million, respectively. The estimated amounts of amortization expense for the next five years are as follows (in thousands):

Year 1		$	4,793
Year 2			4,793
Year 3			4,746
Year 4			3,768
Year 5			1,824
Total		$	19,924

12. STOCK PLANS:

The Company has adopted, and the Company’s shareholders have approved, the 2006 Omnibus Incentive Plan (the “Plan”) to replace the Company’s 1997 Omnibus Stock Option and Incentive Plan. The Plan permits the grant of stock options, restricted stock, and restricted stock units to its directors and employees for up to 2,690,000 shares of common stock, which includes approximately 2,000,000 newly authorized shares and 690,000 shares that were authorized and available for grant under the Company’s 1997 plan. The Plan also provides that no more than 1,350,000 of those shares may be granted for awards other than options or stock appreciation rights. The Company believes that such awards better align the interests of its directors and employees with those of its shareholders. Stock option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant and generally expire ten years after the date of grant. Generally, stock options granted to non-employee directors are exercisable after one year from the date of grant, while options granted to employees are exercisable one to four years from the date of grant. The Company records compensation expense equal to the fair value of each stock option award granted on a straight line basis over the option’s vesting period. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing formula. At March 31, 2007 and December 31, 2006, there were 4,151,809 and 3,750,556 shares, respectively, of the Company’s common stock reserved for future issuance pursuant to the exercise of outstanding stock options under the Plan.

The Plan also provides for the award of restricted stock and restricted stock units (“Restricted Stock Awards”). Restricted Stock Awards granted to non-employee directors generally vest one year from the date of grant, with certain restrictions on transfer. Restricted Stock Awards granted to employees generally vest one to four years from the date of grant. The fair value of Restricted Stock Awards is determined based on the market price of the Company’s stock at the date of grant. The Company records compensation expense equal to the fair value of each Restricted Stock Award granted over the vesting period. At March 31, 2007 and December 31, 2006, Restricted Stock Awards of 97,680 and 84,900 shares, respectively, were outstanding.

Under its Performance Accelerated Restricted Stock Unit Program (“PARSUP”) pursuant to the Plan, the Company may also grant selected executives and other key employees restricted stock units, the vesting of which occurs upon the earlier of February 2008 or the achievement of various company-wide performance goals. The fair value of PARSUP awards are determined based on the market price of the Company’s stock at the date of grant. The Company records compensation expense equal to the fair value of each PARSUP award granted on a straight line basis over a period beginning on the grant date and ending February 2008. At March 31, 2007 and December 31, 2006, PARSUP awards of 521,000 shares were outstanding.

The compensation cost that has been charged against pre-tax income for all of the Company’s stock-based compensation plans was $2.8 million and $1.7 million for the three months ended March 31, 2007 and 2006, respectively.

The Company also has an employee stock purchase plan whereby substantially all employees are eligible to participate in the purchase of designated shares of the Company’s common stock. Participants in the plan purchase these shares at a price equal to 95% of the closing price at the end of each quarterly stock purchase

period. The Company issued 2,856 and 3,084 shares of common stock at an average price per share of $50.23 and $43.11 pursuant to this plan during the three months ended March 31, 2007 and 2006, respectively.

13. RETIREMENT AND POSTRETIREMENT BENEFITS OTHER THAN PENSION PLANS:

Net periodic pension expense reflected in the accompanying condensed consolidated statements of operations included the following components for the three months ended March 31 (in thousands):

		Three Months Ended
		March 31,
		2007				2006
Service cost		$	60			$	47
Interest cost			1,220				1,215
Expected return on plan assets			(1,094	)			(1,058	)
Amortization of net actuarial loss			564				748
Amortization of prior service cost			1				1
Total net periodic pension expense		$	751			$	953

     Net postretirement benefit expense reflected in the accompanying condensed consolidated statements of operations included the following components for the three months ended March 31 (in thousands):

		Three Months Ended
		March 31,
		2007				2006
Service cost		$	27			$	48
Interest cost			284				258
Amortization of net actuarial loss			10				—
Amortization of net prior service cost			(24	)			(245	)
Amortization of curtailment gain			(61	)			(61	)
Total net postretirement benefit expense		$	236			$	—

14. INCOME TAXES

The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”), as of January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority. As a result of adopting FIN 48, the Company recognized a net increase of $38,000 in the liability for unrecognized tax benefits, which was accounted for as a decrease to the January 1, 2007 balance of retained earnings. As of January 1, 2007, the Company had $7.2 million of unrecognized tax benefits, of which none would affect the Company’s effective tax rate if recognized. As of March 31, 2007, the Company had $7.2 million of unrecognized tax benefits, which are recorded in other long-term liabilities in the accompanying condensed consolidated balance sheet. It is expected that the unrecognized tax benefits will change in the next twelve months; however, the Company does not expect the change to have a significant impact on the results of operations or the financial position of the Company.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company recognized no interest or penalties related to uncertain tax positions in the accompanying consolidated statements of operations for the three months ended March 31, 2007 and 2006. As of March 31, 2007, the Company has accrued no interest or penalties related to uncertain tax positions.

The tax years 2003-2006 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Following the expiration of the SFEC, which is described in Note 8, the Company will be required to pay the deferred taxes relating thereto during the year ended December 31, 2007. This deferred tax liability, which is classified as a current liability in the accompanying condensed consolidated balance sheet as of March 31, 2007, is estimated to be $142 million, which the Company anticipates will be reduced by approximately one-third to one-half through the application of federal and state income tax net operating loss carryforwards and federal income tax credit carryforwards.

15. NEWLY ISSUED ACCOUNTING STANDARDS:

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, to define fair value, establish a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America and expand disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company will adopt the provisions of this statement beginning in the first quarter of 2008. The Company is assessing the impact the adoption of SFAS No. 157 will have on its financial position and results of operations.

In September 2006, the FASB issued FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No 87, 88, 106, and 132(R)” (“Statement 158”). Statement 158 requires plan sponsors of defined benefit pension and other postretirement benefit plans (collectively, “postretirement benefit plans”) to recognize the funded status of their postretirement benefit plans in the statement of financial position, measure the fair value of plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position, and provide additional disclosures. On December 31, 2006, the Company adopted the recognition and disclosure provisions of Statement 158. The effect of adopting Statement 158 on the Company’s financial condition at December 31, 2006 has been included in the accompanying condensed consolidated financial statements. Statement 158’s provisions regarding the change in the measurement date of postretirement benefit plans is effective for fiscal years ending after December 15, 2008. The Company will adopt the measurement date provision in the fiscal year ending December 31, 2008. The Company is assessing the impact the adoption of the measurement date provision will have on its consolidated financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115,” which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company will adopt the provisions of this statement beginning in the first quarter of 2008. The Company is assessing the impact the adoption of SFAS No. 159 will have on its financial position and results of operations.

16. COMMITMENTS AND CONTINGENCIES:

On February 23, 2005, the Company acquired approximately 42 acres of land and related land improvements in Prince George’s County, Maryland for approximately $29 million on which the Company is developing the Gaylord National Resort & Convention Center.

Approximately $17 million of this was paid in the first quarter of 2005, with the remainder payable upon completion of various phases of the project. The project was originally planned to include a 1,500 room hotel, but the Company has expanded the planned hotel to a total of 2,000 rooms. The Company currently expects to open the hotel in 2008. Prince George’s County, Maryland has approved three bond issues related to the development of this hotel project. The first bond issuance, in the amount of $65 million, was issued by Prince George’s County, Maryland in April 2005 to support the cost of infrastructure being constructed by the project developer, such as roads, water and sewer lines. The second bond issuance, in the amount of $95 million, was issued by Prince George’s County, Maryland in April 2005 and placed into escrow until completion of the convention center and 1,500 rooms within the hotel, at which time the bonds will be released to the Company. In addition, on July 18, 2006, Prince George’s County, Maryland approved an additional $50 million of bonds, which will be issued to the Company upon completion of the entire project. The Company will initially hold the $95 million and $50 million bond issuances and receive the debt service thereon, which is payable from tax increment, hotel tax and special hotel rental taxes generated from the development. The Company has entered into several agreements with a general contractor and other suppliers for the provision of certain construction services at the site. As of March 31, 2007, the Company had committed to pay $493.8 million under those agreements for construction services and supplies and other construction-related costs ($107.9 million of which was outstanding as of such date). Construction costs to date have exceeded the Company’s initial estimates from 2004. These increased costs are attributable to: (a) construction materials price escalation that has occurred over the past three years; (b) increased cost of construction labor in the Washington, D.C. marketplace due to historically low unemployment and a high degree of construction activity; (c) the Company’s 500-room expansion and related additional meeting space, and the acceleration of its construction so that the expansion will open concurrently with the original project; and (d) enhancements to the project design. The Company currently estimates that the total cost of the project will be approximately $870 million, which includes the estimated construction costs for the expanded 2,000 room facility and excludes capitalized interest, pre-opening costs and the governmental economic incentives in connection with the Gaylord National hotel project. As of March 31, 2007, the Company has spent approximately $368.8 million (excluding capitalized interest and preopening costs) on this project.

On July 25, 2006, the Unified Port of San Diego Board of Commissioners and the City of Chula Vista approved a non-binding letter of intent with the Company, outlining the general terms of our development of a 1,500 to 2,000 room convention hotel in Chula Vista, California. The Company is also considering other potential hotel sites throughout the country. The timing and extent of any of these development projects is uncertain, and the Company has not made any commitments, received any government approvals or made any financing plans in connection with Chula Vista or other potential sites.

On June 20, 2006, the Company entered into a joint venture arrangement with RREEF Global Opportunities Fund II, LLC, a private real estate fund managed by DB Real Estate Opportunities Group (“RREEF”), and acquired a 19.9% ownership interest in the joint venture, Waipouli Holdings, LLC, in exchange for the Company’s capital contribution of $3.8 million to Waipouli Holdings, LLC. On June 20, 2006, through a wholly-owned subsidiary named Waipouli Owner, LLC, Waipouli Holdings, LLC acquired the 311-room ResortQuest Kauai Beach at Makaiwa Hotel and related assets located in Kapaa, Hawaii (“the Kauai Hotel”) for an aggregate purchase price of $70.8 million. Waipouli Owner, LLC financed the purchase of the Kauai Hotel by entering into a series of loan transactions with Morgan Stanley Mortgage Capital, Inc. (the “Kauai Hotel Lender”) consisting of a $52.0 million senior loan secured by the Kauai Hotel, an $8.2 million senior mezzanine loan secured by the ownership interest of Waipouli Owner, LLC, and an $8.2 million junior mezzanine loan secured by the ownership interest of Waipouli Owner, LLC (collectively, the “Kauai Hotel Loans”). In October 2006, Waipouli Owner, LLC requested RREEF and the Company to make an additional capital contribution of $1.7 million to Waipouli Holdings, LLC to fund the purchase of the land on which the Kauai Hotel is built. The Company elected not to make the requested capital contribution, which diluted its ownership interest in Waipouli Holdings, LLC from 19.9% to 18.1% as of March 31, 2007. In connection with Waipouli Owner, LLC’s execution of the Kauai Hotel Loans, RREEF entered into three separate Guaranties of Recourse Obligations with the Kauai Hotel Lender whereby it guaranteed Waipouli Owner, LLC’s obligations under the

Kauai Hotel Loans for as long as those loans remain outstanding (i) in the event of certain types of fraud, breaches of environmental representations or warranties, or breaches of certain “special purpose entity” covenants by Waipouli Owner, LLC, on the one hand, or (ii) in the event of bankruptcy or reorganization proceedings of Waipouli Owner, LLC, on the other hand. As a part of the joint venture arrangement and simultaneously with the closing of the purchase of the Kauai Hotel, the Company entered into a Contribution Agreement with RREEF, whereby the Company agreed that, in the event that RREEF is required to make any payments pursuant to the terms of these guarantees, it will contribute to RREEF an amount equal to its pro rata share of any such guaranty payments. The Company estimates that the maximum potential amount that the Company could be liable under this contribution agreement is $12.4 million, which represents 18.1% of the $68.4 million of total debt that Waipouli Owner, LLC owes to the Kauai Hotel Lender as of March 31, 2007. As of March 31, 2007, the Company had not recorded any liability in the condensed consolidated balance sheet associated with this guarantee.

On May 31, 2005, the Company, through a wholly-owned subsidiary named RHAC, LLC, entered into an agreement to purchase the 716-room Aston Waikiki Beach Hotel and related assets located in Honolulu, Hawaii (“the Waikiki Hotel”) for an aggregate purchase price of $107.0 million. Simultaneously with this purchase, G.O. IB-SIV US, a private real estate fund managed by DB Real Estate Opportunities Group (“IB-SIV”), acquired an 80.1% ownership interest in the parent company of RHAC, LLC, RHAC Holdings, LLC, in exchange for its capital contribution of $19.1 million to RHAC Holdings, LLC. As a part of this transaction, the Company entered into a joint venture arrangement with IB-SIV and retained a 19.9% ownership interest in RHAC Holdings, LLC in exchange for its $4.7 million capital contribution to RHAC Holdings, LLC. RHAC, LLC financed the purchase of the Waikiki Hotel by entering into a series of loan transactions with Greenwich Capital Financial Products, Inc. (the “Waikiki Hotel Lender”) consisting of a $70.0 million senior loan secured by the Waikiki Hotel and a $16.3 million mezzanine loan secured by the ownership interest of RHAC, LLC (collectively, the “Waikiki Hotel Loans”). On September 29, 2006, RHAC, LLC refinanced the Waikiki Hotel Loans with the Waikiki Hotel Lender, which resulted in the mezzanine loan increasing from $16.3 million to $34.9 million. In connection with RHAC, LLC’s execution of the Waikiki Hotel Loans, IB-SIV, entered into two separate Guaranties of Recourse Obligations with the Waikiki Hotel Lender whereby it guaranteed RHAC, LLC’s obligations under the Waikiki Hotel Loans for as long as those loans remain outstanding (i) in the event of certain types of fraud, breaches of environmental representations or warranties, or breaches of certain “special purpose entity” covenants by RHAC, LLC, on the one hand, or (ii) in the event of bankruptcy or reorganization proceedings of RHAC, LLC, on the other hand. As a part of the joint venture arrangement and simultaneously with the closing of the purchase of the Waikiki Hotel, the Company entered into a Contribution Agreement with IB-SIV, whereby the Company agreed that, in the event that IB-SIV is required to make any payments pursuant to the terms of these guarantees, it will contribute to IB-SIV an amount equal to 19.9% of any such guaranty payments. The Company estimates that the maximum potential amount for which the Company could be liable under this contribution agreement is $20.9 million, which represents 19.9% of the $104.9 million of total debt that RHAC, LLC owes to the Waikiki Hotel Lender as of March 31, 2007. As of March 31, 2007, the Company had not recorded any liability in the consolidated balance sheet associated with this guarantee.

Certain of the ResortQuest subsidiary’s property management agreements in Hawaii contain provisions for guaranteed levels of returns to the owners. These agreements, which have remaining terms of up to approximately 5 years, also contain force majeure clauses to protect the Company from forces or occurrences beyond the control of management. Assuming that the properties under these management agreements break even, the Company estimates that the maximum potential amount of future payments which the Company could be required to make under these guarantees is approximately $22.3 million as of March 31, 2007. As of March 31, 2007, the Company had not recorded any liability in the consolidated balance sheet associated with these guarantees.

On February 22, 2005, the Company concluded the settlement of litigation with Nashville Hockey Club Limited Partnership (“NHC”), which owns the Nashville Predators NHL hockey team, over (i) NHC’s obligation to

redeem the Company’s ownership interest, and (ii) the Company’s obligations under the Nashville Arena Naming Rights Agreement dated November 24, 1999. Under the Naming Rights Agreement, which had a 20-year term through 2018, the Company was required to make annual payments to NHC, beginning at $2,050,000 in 1999 and with a 5% escalation each year thereafter, and to purchase a minimum number of tickets to Predators games each year. At the closing of the settlement, NHC redeemed all of the Company’s outstanding limited partnership units in the Predators pursuant to a Purchase Agreement dated February 22, 2005 effectively terminating the Company’s ownership interest in the Predators. In addition, the Naming Rights Agreement was cancelled pursuant to the Acknowledgment of Termination of Naming Rights Agreement. As a part of the settlement, the Company made a one-time cash payment to NHC of $4 million and issued to NHC a 5-year, $5 million promissory note bearing interest at 6% per annum. The note is payable at $1 million per year for 5 years, and the first payment was made on October 5, 2006. The Company’s obligation to pay the outstanding amount under the note shall terminate immediately if, at any time before the note is paid in full, the Predators cease to be an NHL team playing their home games in Nashville, Tennessee. In addition, if the Predators cease to be an NHL team playing its home games in Nashville after the first payment but prior to the second payment under the note (October 5, 2007), then in addition to the note being cancelled, the Predators will pay the Company $2 million. In addition, pursuant to a Consent Agreement among the Company, the National Hockey League and owners of NHC, the Company’s guaranty described below has been limited as described below.

In connection with the Company’s execution of an Agreement of Limited Partnership with NHC on June 25, 1997, the Company, its subsidiary CCK, Inc., Craig Leipold, Helen Johnson-Leipold (Mr. Leipold’s wife) and Samuel C. Johnson (Mr. Leipold’s father-in-law) entered into a guaranty agreement executed in favor of the National Hockey League (NHL). This agreement provides for a continuing guarantee of the following obligations for as long as any of these obligations remain outstanding: (i) all obligations under the expansion agreement between NHC and the NHL; and (ii) all operating expenses of NHC. The maximum potential amount which the Company and CCK, collectively, could be liable under the guaranty agreement is $15.0 million, although the Company and CCK would have recourse against the other guarantors if required to make payments under the guarantee. In connection with the legal settlement with the Nashville Predators consummated on February 22, 2005, this guaranty has been limited so that the Company is not responsible for any debt, obligation or liability of NHC that arises from any act, omission or circumstance occurring after the date of the legal settlement. As of March 31, 2007, the Company had not recorded any liability in the condensed consolidated balance sheet associated with this guarantee.

The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of other matters. It is the opinion of management that such legal actions will not have a material effect on the results of operations, financial condition or liquidity of the Company.

17. FINANCIAL REPORTING BY BUSINESS SEGMENTS:

The Company’s continuing operations are organized and managed based upon its products and services. The following information from continuing operations is derived directly from the segments’ internal financial reports used for corporate management purposes.

		Three Months Ended
		March 31,
(in thousands)		2007				2006
Revenues:
Hospitality		$	166,451			$	165,464
Opry and Attractions			15,842				16,765
ResortQuest			57,493				59,304
Corporate and Other			55				78
Total		$	239,841			$	241,611
Depreciation and amortization:
Hospitality		$	16,403			$	16,140
Opry and Attractions			1,556				1,414
ResortQuest			2,423				2,725
Corporate and Other			1,479				1,014
Total		$	21,861			$	21,293
Operating income:
Hospitality		$	27,594			$	34,451
Opry and Attractions			(1,006	)			(1,371	)
ResortQuest			1,702				2,016
Corporate and Other			(13,011	)			(12,427	)
Preopening costs			(2,945	)			(1,062	)
Total operating income			12,334				21,607
Interest expense, net of amounts capitalized			(18,778	)			(17,830	)
Interest income			663				707
Unrealized loss on Viacom stock and CBS stock			(2,789	)			(13,235	)
Unrealized gain on derivatives			9,569				15,392
(Loss) income from unconsolidated companies			(1,918	)			2,756
Other gains and (losses), net			5,680				6,090
Income before provision for income taxes		$	4,761			$	15,487

18. SUBSEQUENT EVENTS

On April 3, 2007, the Company and its wholly owned subsidiary, Gaylord Hotels, Inc., entered into an agreement for the sale of all of its interest in Bass Pro for $222.0 million in cash. Bass Pro will purchase all equity interests currently owned by the Company pursuant to a Common Unit Repurchase Agreement among Bass Pro, the Company, Gaylord Hotels, Inc. and, for the limited purposes set forth therein, American Sportsman Holdings Co., JLM Partners, LP, KB Capital Partners, LP, certain subsidiaries of Bass Pro, and certain other parties. In addition to payment of the purchase price, Bass Pro is obligated to make an additional payment to Gaylord if, during the 18 months following the date of the Common Unit Repurchase Agreement, there is an IPO or Change of Control Transaction (as defined in the Agreement) for a price greater than the per common unit purchase price. The transaction is expected to close during the second quarter of 2007, and is

subject to customary closing conditions, including financing. The Company and Bass Pro have also agreed to enter into joint marketing agreements that will continue following the closing.

On April 19, 2007, the Company and its wholly-owned subsidiary, ResortQuest International, Inc. (“RQI”), entered into a stock purchase agreement with Vacation Holdings Hawaii, Inc. and Interval Acquisition Corp., both affiliates of Interval International. Under the terms of the agreement, Vacation Holdings Hawaii, Inc. will acquire from RQI all of its Hawaii vacation rental property management business by purchasing all of the outstanding stock of the RQI subsidiaries, RQI Holdings, Ltd. and ResortQuest Real Estate of Hawaii, Inc. The purchase price will be $109.1 million, payable in cash in full at closing, and is subject to a post-closing adjustment based on the working capital of the acquired entities as of the closing. The Company will continue to hold its 19.9% ownership interest in RHAC Holdings, LLC and its 18.1% ownership interest in Waipouli Holdings, LLC, which ownership interests will be excluded from this transaction. The agreement contains various representations and warranties and covenants by the parties to such agreement and related indemnification obligations. The closing is expected to take place during the second or third quarter of 2007, subject to the satisfaction of customary conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The Hawaii vacation rental property management business comprised approximately 31% of ResortQuest revenues for the three months ended March 31, 2007.

19. INFORMATION CONCERNING GUARANTOR AND NON-GUARANTOR SUBSIDIARIES:

Not all of the Company’s subsidiaries have guaranteed the 8% Senior Notes and 6.75% Senior Notes. The 8% Senior Notes and 6.75% Senior Notes are guaranteed on a senior unsecured basis by generally all of the Company’s active domestic subsidiaries (the “Guarantors”). The Company’s investment in Bass Pro and certain other discontinued operations (the “Non-Guarantors”) do not guarantee the 8% Senior Notes and 6.75% Senior Notes.

Prior to January 1, 2007, Grand Ole Opry, Ryman Auditorium, and WSM-AM were divisions of Gaylord Entertainment Company, Inc. (the “Issuer”), and were included in the balance sheet, results of operations and cash flows of the Issuer as of December 31, 2006 and for the three months ended March 31, 2006 in the consolidating financial information presented below. Effective January 1, 2007, the Company realigned certain of its operations, and Grand Ole Opry, Ryman Auditorium, and WSM-AM are now owned by a guarantor subsidiary. Therefore, the Company has classified the balance sheet, results of operations and cash flows of these operations as of March 31, 2007 and for the three months ended March 31, 2007 with the Guarantors in the consolidating financial information presented below.

The condensed consolidating financial information includes certain allocations of revenues and expenses based on management’s best estimates, which are not necessarily indicative of financial position, results of operations and cash flows that these entities would have achieved on a stand alone basis.

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2007

										Non-
		Issuer				Guarantors				Guarantors				Eliminations				Consolidated
		(In thousands)
Revenues		$	6			$	239,910			$	—			$	(75	)		$	239,841
Operating expenses:
Operating costs			—				152,031				—				(32	)			151,999
Selling, general and administrative			4,826				45,919				—				(43	)			50,702
Preopening costs			—				2,945				—				—				2,945
Depreciation			982				18,534				—				—				19,516
Amortization			487				1,858				—				—				2,345
Operating (loss) income			(6,289	)			18,623				—				—				12,334
Interest expense, net of amounts capitalized			(24,472	)			(35,877	)			(141	)			41,712				(18,778	)
Interest income			6,730				31,395				4,250				(41,712	)			663
Unrealized loss on Viacom stock and CBS stock			(2,789	)			—				—				—				(2,789	)
Unrealized gain on derivatives			9,569				—				—				—				9,569
Loss from unconsolidated companies			—				(543	)			(1,375	)			—				(1,918	)
Other gains and (losses), net			5,750				(70	)			—				—				5,680
(Loss) income before (benefit) provision for income taxes			(11,501	)			13,528				2,734				—				4,761
(Benefit) provision for income taxes			(3,517	)			4,770				44				—				1,297
Equity in subsidiaries’ (earnings) losses, net			(11,448	)			—				—				11,448				—
Income from continuing operations			3,464				8,758				2,690				(11,448	)			3,464
Income from discontinued operations, net of taxes			—				—				—				—				—
Net income		$	3,464			$	8,758			$	2,690			$	(11,448	)		$	3,464

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2006

										Non-
		Issuer				Guarantors				Guarantors				Eliminations				Consolidated
		(In thousands)
Revenues		$	15,698			$	234,969			$	—			$	(9,056	)		$	241,611
Operating expenses:
Operating costs			5,916				145,895				—				(32	)			151,779
Selling, general and administrative			11,555				34,414				—				(99	)			45,870
Management fees			—				8,925				—				(8,925	)			—
Preopening costs			—				1,062				—				—				1,062
Depreciation			1,365				17,243				—				—				18,608
Amortization			353				2,332				—				—				2,685
Operating (loss) income			(3,491	)			25,098				—				—				21,607
Interest expense, net of amounts capitalized			(20,015	)			(13,934	)			(1,311	)			17,430				(17,830	)
Interest income			14,998				1,363				1,776				(17,430	)			707
Unrealized loss on Viacom stock and CBS stock			(13,235	)			—				—				—				(13,235	)
Unrealized gain on derivatives			15,392				—				—				—				15,392
Income from unconsolidated companies			—				154				2,602				—				2,756
Other gains and (losses), net			668				5,422				—				—				6,090
(Loss) income before (benefit) provision for income taxes			(5,683	)			18,103				3,067				—				15,487
(Benefit) provision for income taxes			(1,596	)			4,931				862				—				4,197
Equity in subsidiaries’ (earnings) losses, net			(17,246	)			—				—				17,246				—
Income from continuing operations			13,159				13,172				2,205				(17,246	)			11,290
Income (loss) from discontinued operations, net			—				1,882				(13	)			—				1,869
Net income		$	13,159			$	15,054			$	2,192			$	(17,246	)		$	13,159

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Balance Sheet

March 31, 2007

										Non-
		Issuer				Guarantors				Guarantors				Eliminations				Consolidated
		(in thousands)
ASSETS
Current assets:
Cash and cash equivalents — unrestricted		$	24,655			$	11,860			$	—			$	—			$	36,515
Cash and cash equivalents — restricted			1,224				22,967				—				—				24,191
Short term investments			392,124				—				—				—				392,124
Trade receivables, net			(5	)			54,554				—				—				54,549
Estimated fair value of derivative assets			218,703				—				—				—				218,703
Deferred financing costs			3,831				—				—				—				3,831
Other current assets			2,818				35,130				—				(126	)			37,822
Intercompany receivables, net			119,896				—				165,507				(285,403	)			—
Current assets of discontinued operations			—				—				—				—				—
Total current assets			763,246				124,511				165,507				(285,529	)			767,735
Property and equipment, net of accumulated depreciation			65,510				1,688,762				—				—				1,754,272
Intangible assets, net of accumulated amortization			—				21,528				—				—				21,528
Goodwill			—				87,458				—				—				87,458
Indefinite lived intangible assets			—				28,254				—				—				28,254
Investments			1,621,417				334,690				78,145				(1,951,970	)			82,282
Long-term deferred financing costs			17,274				—				—				—				17,274
Other long-term assets			6,103				12,133				—				—				18,236
Long-term assets of discontinued operations			—				—				—				—				—
Total assets		$	2,473,550			$	2,297,336			$	243,652			$	(2,237,499	)		$	2,777,039
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations		$	1,351			$	942			$	—			$	—			$	2,293
Secured forward exchange contract			613,054				—				—				—				613,054
Accounts payable and accrued liabilities			38,000				197,840				—				(291	)			235,549
Deferred income taxes			90,522				(33,377	)			(497	)			—				56,648
Intercompany payables, net			—				411,516				(126,113	)			(285,403	)			—
Current liabilities of discontinued operations			—				67				525				—				592
Total current liabilities			742,927				576,988				(126,085	)			(285,694	)			908,136
Long-term debt and capital lease obligations, net of current portion			871,830				2,131				—				—				873,961
Deferred income taxes			(24,450	)			108,389				5,245				—				89,184
Estimated fair value of derivative liabilities			1,605				—				—				—				1,605
Other long-term liabilities			57,629				37,906				—				165				95,700
Long-term liabilities of discontinued operations							241				(4	)			—				237
Stockholders’ equity:
Preferred stock			—				—				—				—				—
Common stock			409				2,387				2				(2,389	)			409
Additional paid-in capital			701,384				1,982,543				168,435				(2,150,978	)			701,384
Retained earnings			138,570				(413,715	)			196,059				201,397				122,311
Other stockholders’ equity			(16,354	)			466				—				—				(15,888	)
Total stockholders’ equity			824,009				1,571,681				364,496				(1,951,970	)			808,216
Total liabilities and stockholders’ equity		$	2,473,550			$	2,297,336			$	243,652			$	(2,237,499	)		$	2,777,039

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Balance Sheet

December 31, 2006

										Non-
		Issuer				Guarantors				Guarantors				Eliminations				Consolidated
		(in thousands)
ASSETS
Current assets:
Cash and cash equivalents — unrestricted		$	28,875			$	11,687			$	—			$	—			$	40,562
Cash and cash equivalents — restricted			1,223				14,492				—				—				15,715
Short term investments			394,913				—				—				—				394,913
Trade receivables, net			559				38,899				—				—				39,458
Estimated fair value of derivative assets			207,428				—				—				—				207,428
Deferred financing costs			10,461				—				—				—				10,461
Other current assets			6,155				23,077				—				(126	)			29,106
Intercompany receivables, net			1,224,698				—				161,399				(1,386,097	)			—
Current assets of discontinued operations			—				28				—				—				28
Total current assets			1,874,312				88,183				161,399				(1,386,223	)			737,671
Property and equipment, net of accumulated depreciation			96,247				1,542,196				—				—				1,638,443
Intangible assets, net of accumulated amortization			—				22,688				—				—				22,688
Goodwill			—				87,331				—				—				87,331
Indefinite lived intangible assets			1,480				26,774				—				—				28,254
Investments			338,465				21,714				79,521				(355,212	)			84,488
Long-term deferred financing costs			15,579				—				—				—				15,579
Other long-term assets			6,667				11,398				—				—				18,065
Long-term assets of discontinued operations			—				—				—				—				—
Total assets		$	2,332,750			$	1,800,284			$	240,920			$	(1,741,435	)		$	2,632,519
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations		$	1,351			$	683			$	—			$	—			$	2,034
Secured forward exchange contract			613,054				—				—				—				613,054
Accounts payable and accrued liabilities			41,177				181,831				—				(291	)			222,717
Deferred income taxes			94,297				(37,130	)			(539	)			—				56,628
Intercompany payables, net			—				1,512,208				(126,111	)			(1,386,097	)			—
Current liabilities of discontinued operations			—				53				525				—				578
Total current liabilities			749,879				1,657,645				(126,125	)			(1,386,388	)			895,011
Long-term debt and capital lease obligations, net of current portion			751,168				2,404				—				—				753,572
Deferred income taxes			(19,673	)			110,967				5,243				—				96,537
Estimated fair value of derivative liabilities			2,610				—				—				—				2,610
Other long-term liabilities			51,291				35,069				—				165				86,525
Long-term liabilities of discontinued operations			—				241				(3	)			—				238
Stockholders’ equity:
Preferred stock			—				—				—				—				—
Common stock			408				2,387				2				(2,389	)			408
Additional paid-in capital			694,941				397,234				168,434				(565,668	)			694,941
Retained earnings			118,885				(406,214	)			193,369				212,845				118,885
Other stockholders’ equity			(16,759	)			551				—				—				(16,208	)
Total stockholders’ equity			797,475				(6,042	)			361,805				(355,212	)			798,026
Total liabilities and stockholders’ equity		$	2,332,750			$	1,800,284			$	240,920			$	(1,741,435	)		$	2,632,519

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2007

										Non-
		Issuer				Guarantors				Guarantors				Eliminations				Consolidated
		(In thousands)
Net cash (used in) provided by continuing operating activities		$	(127,643	)		$	143,335			$	—			$	—			$	15,692
Net cash used in discontinued operating activities			—				31				—				—				31
Net cash (used in) provided by operating activities			(127,643	)			143,366				—				—				15,723
Purchases of property and equipment			(855	)			(134,164	)			—				—				(135,019	)
Returns of investment in unconsolidated companies			—				301				—				—				301
Proceeds from sale of assets			4,995				—				—				—				4,995
Other investing activities			(316	)			(814	)			—				—				(1,130	)
Net cash used in investing activities — continuing operations			3,824				(134,677	)			—				—				(130,853	)
Net cash provided by investing activities — discontinued operations			—				—				—				—				—
Net cash used in investing activities			3,824				(134,677	)			—				—				(130,853	)
Borrowings under credit facility			120,000				—				—				—				120,000
Deferred financing costs paid			(3,681	)			—				—				—				(3,681	)
Increase in restricted cash and cash equivalents			(1	)			(8,475	)			—				—				(8,476	)
Proceeds from exercise of stock option and purchase plans			3,029				—				—				—				3,029
Excess tax benefit from stock-based compensation			581				—				—				—				581
Other financing activities, net			(103	)			(277	)			—				—				(380	)
Net cash provided by financing activities — continuing operations			119,825				(8,752	)			—				—				111,073
Net cash provided by financing activities — discontinued operations			—				10				—				—				10
Net cash provided by financing activities			119,825				(8,742	)			—				—				111,083
Net change in cash and cash equivalents			(3,994	)			(53	)			—				—				(4,047	)
Cash and cash equivalents at beginning of year			28,649				11,913				—				—				40,562
Cash and cash equivalents at end of year		$	24,655			$	11,860			$	—			$	—			$	36,515