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

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)

Registrant’s 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.

     On February 9, 2010, Gaylord Entertainment Company issued a press release announcing its financial results for the quarter and year ended December 31, 2009. A copy of the press release is furnished herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

     99.1      Press Release of Gaylord Entertainment Company dated February 9, 2010.

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.

EXHIBIT INDEX

No.		Exhibit
99.1		Press Release dated February 9, 2010.

Exhibit 99.1

GAYLORD ENTERTAINMENT CO. REPORTS FOURTH QUARTER
AND FULL YEAR 2009 RESULTS

- Gaylord Hotels Total RevPAR declined only 0.8 percent in the Fourth Quarter of 2009 —

- Net Advance Group Bookings increased 8.7 percent in the Fourth Quarter of 2009 Underscoring
Strength of Brand and Customer Loyalty -

NASHVILLE, Tenn. (February 9, 2010) — Gaylord Entertainment Co. (NYSE: GET) today reported its financial results for the fourth quarter and full year ended December 31, 2009. Highlights from the fourth quarter and full year ended December 31, 2009 include:

	•		Consolidated revenue decreased 0.5 percent to $249.4 million in the fourth quarter of 2009 from $250.6 million in the same period last year. For the full year 2009, consolidated revenue decreased 5.6 percent to $879.1 million. Hospitality segment total revenue decreased 0.8 percent to $231.0 million in the fourth quarter of 2009 compared to $232.9 million in the prior-year quarter, and same-store hospitality revenue decreased 3.9 percent to $174.2 million. Hospitality revenue for the full year 2009 decreased 4.0 percent to $814.2 million, and same-store hospitality revenue decreased 14.2 percent to $582.8 million. Gaylord Hotels revenue per available room1 (“RevPAR”) and total revenue per available room2 (“Total RevPAR”) decreased 2.7 percent and 0.8 percent, respectively, in the fourth quarter of 2009 compared to the fourth quarter of 2008. For the full year 2009, Gaylord Hotels RevPAR and Total RevPAR decreased 10.0 percent and 9.9 percent, respectively, compared to 2008. Total RevPAR for the fourth quarter of 2009 includes attrition and cancellation fees of approximately $7.6 million collected during the quarter compared to $5.7 million in fees for the prior-year quarter. For the full year 2009, attrition and cancellation fee collections totaled $27.7 million compared to $14.5 million in the prior year.
	•		Loss from continuing operations was $0.6 million, or a loss of $0.01 per diluted share (based on 46,975,000 weighted average shares outstanding), in the fourth quarter of 2009 compared to

2

			income from continuing operations of $9.4 million, or $0.23 per diluted share, in the prior-year quarter (based on 41,081,000 weighted average shares outstanding). For the full year 2009, loss from continuing operations was $0.05 million, or $0.00 per diluted share (based on 42,490,000 weighted average shares outstanding), compared to income from continuing operations of $4.6 million in the full year 2008, or $0.11 per diluted share (based on 41,257,000 weighted average shares outstanding). Loss from continuing operations in the fourth quarter of 2009 included a pre-tax $6.0 million loss on the purchase and redemption of the $259.8 million remaining principal amount outstanding of the Company’s 8 percent senior notes. Income from continuing operations for the same period in 2008 included a $19.9 million pre-tax gain on the repurchase of a portion of the Company’s 8 percent and 6.75 percent senior notes, partially offset by a pre-tax $4.7 million non-cash impairment charge related to the termination of the Chula Vista project and a pre-tax $2.5 million non-cash impairment charge associated with the write-off of the Company’s investment in Waipouli Holdings, LLC. Loss from continuing operations for the full year 2009 also included $7.9 million in pre-tax severance costs associated with the Company’s cost-containment initiatives, a pre-tax $6.6 million non-cash impairment charge related to the write-off of goodwill of Corporate Magic, a reporting unit within the Company’s Opry & Attractions segment, a pre-tax $3.0 million non-cash charge to recognize compensation expense related to the surrender of certain executives’ stock options and $1.9 million of pre-tax costs associated with the resolution of a potential proxy contest. These costs were offset by a pre-tax $24.7 million gain on the repurchase of portions of the Company’s 8 percent and 6.75 percent senior notes prior to the purchase and redemption of the remaining outstanding balance of the 8 percent senior notes in the fourth quarter of 2009 and a pre-tax $3.6 million gain related to a payment received in connection with a tax increment financing (“TIF”) arrangement related to the Ryman Auditorium. Income from continuing operations for the full year 2008 also included $19.2 million in pre-tax pre-opening costs, primarily associated with Gaylord National, and a pre-tax $12.0 million non-cash impairment charge related to the termination of the La Cantera acquisition.
	•		Adjusted EBITDA3 was $51.8 million in the fourth quarter of 2009 compared to $38.4 million in the prior-year quarter. For the full year 2009, Adjusted EBITDA was $165.7 million compared to $147.2 million in the prior year.
	•		Consolidated Cash Flow4 (“CCF”) increased 11.3 percent to $53.9 million in the fourth quarter of 2009 compared to $48.4 million in the same period last year. Consolidated CCF for the full year 2009 decreased by 4.3 percent from 2008 to $189.5 million. Gaylord Hotels full year CCF decreased 3.9 percent to $221.0 million, and full year same-store CCF decreased 18.3 percent to

			$160.7 million. CCF for the full year 2009 included $7.4 million in severance costs, a $3.6 million gain under the TIF arrangement related to the Ryman Auditorium and $1.9 million in costs associated with the resolution of a potential proxy contest as discussed above.
	•		Gaylord Hotels gross advance group bookings in the fourth quarter of 2009 for all future years was 736,736 room nights, an increase of 18.7 percent when compared to the same period last year. Net of attrition and cancellations, advance bookings in the fourth quarter for all future periods were 453,093 room nights, an increase of 8.7 percent when compared to the same period last year.

“This was another solid quarter for our business, in what continues to be a challenged economy,” said Colin V. Reed, chairman and chief executive officer of Gaylord Entertainment. “We are encouraged by how our unique, group-centric business model and our dedicated STARS have responded to the challenges of this past year. We remained focused throughout the year on streamlining our business and optimizing cost-cutting efficiencies, which saved us approximately $45 million in 2009. These savings, when combined with our aggressive collection of attrition and cancellation fees, translated into a 26.9 percent CCF margin⁴ for our hotels in the fourth quarter, and a 27.1 percent CCF margin for our hotels for the full year 2009. Set against full year same-store revenue declines of roughly 14 percent, we were pleased with our profitability performance.

“Advance group bookings, which serve as a leading indicator for our business, were encouraging in the fourth quarter of 2009. We booked more than 450,000 net room nights during the quarter and more than one million during the full year. While net advance bookings were down year-over-year, an 8.7 percent quarter-over-quarter improvement gives us confidence that meeting and convention groups will continue to return to our hotels in the years to come.”

Segment Operating Results

Hospitality

Key components of the Company’s hospitality segment performance in the fourth quarter and full year 2009 include:

•

Same-store RevPAR for the quarter decreased 7.1 percent to $111.76 compared to $120.36 in the prior-year quarter. Same-store Total RevPAR for the quarter decreased 3.9 percent to $310.51 compared to $323.03 in the prior-year quarter. Same-store RevPAR for the full year decreased 15.6 percent compared to the prior-year to $104.15. Same-store Total RevPAR decreased 14.1

			percent compared to the prior year to $261.81. Same-store hotels when used herein exclude Gaylord National for all periods presented.
	•		Gaylord National RevPAR in the fourth quarter of 2009 increased 12.1 percent to $125.64 compared to $112.11 in the prior-year quarter. Gaylord National Total RevPAR in the fourth quarter of 2009 increased 9.8 percent to $309.06 compared to $281.44 in the prior-year quarter. For the full year 2009, Gaylord National achieved RevPAR of $133.16 and Total RevPAR of $317.54.
	•		Same-store CCF increased 5.8 percent to $52.5 million for the fourth quarter compared to $49.6 million in the prior-year quarter. Same-store CCF margin increased 270 basis points to 30.1 percent compared to 27.4 percent in the fourth quarter of 2008. Same-store CCF margin for the year decreased 140 basis points to 27.6 percent compared to 29.0 percent in 2008. Full year same-store CCF and CCF margin included $2.9 million in severance costs.
	•		Gaylord National CCF increased 15.0 percent to $9.7 million in the fourth quarter compared to $8.4 million in the prior-year quarter, and generated $60.3 million in CCF for the full year 2009. Gaylord National CCF margin increased 70 basis points to 17.0 percent compared to 16.3 percent in the fourth quarter of 2008. Gaylord National CCF margin for the year increased 640 basis points to 26.0 percent compared to 19.6 percent in 2008. Full-year Gaylord National CCF and CCF margin included $0.5 million in severance costs.
	•		Same-store attrition that occurred for groups that traveled in the fourth quarter of 2009 was 10.6 percent of the agreed upon room block compared to 14.1 percent for the same period in 2008 and 9.9 percent in the third quarter of 2009. Same-store in-the-year, for-the-year cancellations in the fourth quarter totaled approximately 6,278 room nights compared to 15,332 in the same period of 2008 and 14,375 in the third quarter of 2009. Same-store in-the-year, for-the-year cancellations for the full year 2009 totaled approximately 116,735 compared to 74,673 in the prior year. Gaylord Hotels attrition and cancellation fee collections totaled $7.6 million in the fourth quarter of 2009 compared to $5.7 million for the same period in 2008 and $4.3 million in the third quarter of 2009. For the full year 2009, attrition and cancellation fee collections totaled $27.7 million compared to $14.5 million in the prior year.

Reed continued, “We continued to see tangible signs of stabilization in our business in the fourth quarter. Attrition and cancellation levels continue to normalize. The 10.6 percent same-store attrition we experienced in the fourth quarter is a significant improvement over 14.1 percent in the fourth quarter of 2008. Our average group room rate booked in 2009 for 2010 has been slightly better than the average room rate actualized in 2009, a sign that travel and convention budgets are potentially beginning to return

to historical levels. Additionally, our holiday programs drove incremental business in the fourth quarter and demonstrated that leisure consumer demand is stabilizing.”

At the property level, Gaylord Opryland generated revenue of $82.7 million in the fourth quarter of 2009, a 4.2 percent decrease compared to $86.4 million in the prior-year quarter, due primarily to a decline in average daily rate (“ADR”). Full year 2009 revenue of $247.1 million represented a 16.7 percent decrease compared to $296.7 million in 2008. Occupancy for the quarter increased 1.8 percentage points compared to the prior-year quarter and decreased 9.4 percentage points for the full year. Fourth quarter RevPAR decreased 7.1 percent to $116.72 compared to $125.61 in the same period last year. Total RevPAR decreased 4.2 percent to $312.30 in the fourth quarter of 2009 compared to $326.12 in the prior-year quarter. For the full year 2009, RevPAR and Total RevPAR decreased 16.4 percent and 16.9 percent to $99.74 and $235.10, respectively. CCF increased 5.4 percent to $25.3 million for the fourth quarter, versus $24.0 million in the prior-year quarter. For the quarter, CCF margin increased 280 basis points over the prior-year quarter to 30.6 percent. Full year 2009 CCF decreased 26.2 percent to $62.5 million primarily due to the decline in occupancy driven by the economic recession. Full year CCF and CCF margin included $1.6 million in severance costs. Despite the 16.7 percent decline in full year revenue, CCF margin for the year was 25.3 percent, a decline of only 330 basis points compared to 2008.

Gaylord Palms posted revenue of $41.7 million in the fourth quarter of 2009, a 3.0 percent decrease compared to $43.0 million in the prior-year quarter driven primarily by a decrease in occupancy. Full year 2009 revenue of $157.2 million represented a 13.0 percent decrease compared to $180.8 million in 2008. Occupancy for the quarter was down 4.6 percentage points compared to the prior-year quarter, and was down 10.3 percentage points for the full year. Fourth quarter RevPAR decreased 4.4 percent to $115.47 compared to $120.81 in the prior-year quarter. Total RevPAR in the fourth quarter decreased 3.0 percent to $322.50 compared to $332.51 in the prior-year quarter. For the full year, RevPAR decreased 14.4 percent to $118.01 and Total RevPAR decreased 12.8 percent to $306.34. In the fourth quarter, CCF increased to $11.1 million compared to $10.8 million in the prior-year quarter, resulting in a CCF margin of 26.7 percent, a 150 basis point increase compared to 25.2 percent in the prior-year quarter. For the full year, CCF decreased 15.0 percent to $44.7 million compared to $52.6 million in 2008. Full year CCF and CCF margin included $0.6 million in severance costs. Despite the 13.0 percent decline in full year revenue, CCF margin for the year was 28.4 percent, a decline of only 70 basis points.

Gaylord Texan revenue was $47.9 million in the fourth quarter of 2009, a decrease of 3.4 percent from $49.6 million in the prior-year quarter, driven primarily by a decline in ADR. For the full year, revenue

decreased 11.1 percent to $171.4 million from $192.7 million in 2008, driven by declines in occupancy and ADR. Occupancy for the fourth quarter was up 2.1 percentage points compared to the fourth quarter of 2008 and for the full year was down 5.7 percentage points. RevPAR in the fourth quarter decreased 8.8 percent to $109.37 when compared to $119.87 in the prior-year quarter due to the decline in ADR as industry rate pressure continued. Total RevPAR decreased 3.4 percent to $344.48 compared to $356.66 in the prior-year quarter. For the year, RevPAR decreased 15.0 percent to $109.49 from $128.77 in 2008. Total RevPAR for the full year decreased 10.8 percent to $310.74 compared to $348.46 in 2008. CCF increased 10.3 percent to $15.0 million in the fourth quarter of 2009, versus $13.6 million in the prior-year quarter, resulting in a 31.3 percent CCF margin, a 390 basis point increase from the prior-year quarter. Full year CCF and CCF margin included $0.6 million in severance costs. Despite the 11.1 percent decline in full year revenue, CCF for the full year decreased only 9.1 percent to $51.3 million. CCF margin for the full year 2009 was 29.9 percent, a 60 basis point increase compared to the prior-year.

Gaylord National generated revenue of $56.8 million in the fourth quarter of 2009, a 9.8 percent increase when compared to the prior-year quarter. Revenue for the full year was $231.3 million. RevPAR in the fourth quarter increased 12.1 percent to $125.64 when compared to the prior-year quarter. For the full year 2009, RevPAR was $133.16. Total RevPAR increased 9.8 percent to $309.06 in the fourth quarter when compared to the prior-year quarter. Total RevPAR for the full year 2009 was $317.54. CCF increased 15.0 percent to $9.7 million in the fourth quarter when compared to the prior-year quarter. CCF margin increased 70 basis points in the fourth quarter when compared to the prior-year quarter. For the full year, CCF was $60.3 million and CCF margin was 26.0 percent, a 640 basis points increase when compared to the prior year. Full year CCF and CCF margin included $0.5 million in severance costs.

Reed continued, “The Gaylord National continued to gain momentum this quarter despite a challenging economy and at times, challenging weather conditions that made travel in and around Washington, D.C. very difficult. We continue to grow our revenue base and improve our operations, which we believe will translate into additional growth in 2010.”

Development Update

Gaylord Entertainment’s planned resort and convention hotel in Mesa, Arizona remains in the very early stages of planning, and specific details of the property and budget have not yet been determined. The Company anticipates that any expenditure associated with the project will not have a material financial impact in the near-term.

Opry and Attractions

Opry and Attractions segment revenue increased 4.4 percent to $18.4 million in the fourth quarter of 2009, compared to $17.7 million in the year-ago quarter. For the full year, revenue decreased to $64.9 million compared to $82.1 million in 2008. The segment’s CCF increased to $3.2 million in the fourth quarter of 2009 from $1.7 million in the prior-year quarter. Full year CCF increased by 15.4 percent to $12.5 million compared to 2008. Full year CCF and CCF margin included $0.5 million in severance costs and a $3.6 million gain recorded from the TIF payment related to the Ryman Auditorium.

Corporate and Other

Corporate and Other operating loss totaled $14.9 million in the fourth quarter of 2009 compared to an operating loss of $19.2 million in the same period last year. For the full year, the segment reported an operating loss of $60.4 million compared to an operating loss of $71.3 million in the prior-year. Corporate and Other CCF in the fourth quarter of 2009 declined 0.9 percent to a loss of $11.4 million compared to a loss of $11.3 million in the same period last year. For the full year, CCF declined 2.9 percent to a loss of $44.0 million compared to a loss of $42.8 million in 2008. Full year CCF and CCF margin included $3.6 million in severance costs and $1.9 million in costs associated with the resolution of a potential proxy contest. For the full year, the difference between Corporate and Other operating loss and Corporate and Other CCF was primarily due to depreciation and amortization expense and non-cash stock option expense, which included $3.0 million non-cash charge to recognize compensation expense related to the surrender of certain executives’ stock options.

Liquidity

As of December 31, 2009, the Company had long-term debt outstanding, including current portion, of $1,178.7 million and unrestricted and restricted cash of $181.2 million. At the end of the fourth quarter of 2009, $300.0 million of borrowings were undrawn under the Company’s $1.0 billion credit facility, and the lending banks had issued $9.8 million in letters of credit, which left $290.2 million of availability under the credit facility. During the quarter, the Company purchased and redeemed the $259.8 million remaining principal amount outstanding of its 8.0 percent senior notes due 2013 for a total payment of $267.0 million, using net proceeds from previously announced financing transactions completed in the third quarter of 2009.

Outlook

Reed concluded, “As we look towards 2010, we have been encouraged by signs of market stabilization including lower attrition and cancellation rates and solid advance bookings. That said, it is difficult to

have total visibility into what remains an unpredictable political and economic environment. We have closely examined our business and the factors that could impact it moving forward and continue to believe that top line demand will likely be flat in 2010, though there is potential during the year for RevPAR growth to enter positive territory. We do expect to see labor and benefit cost increases in 2010, as well as the full impact of our completed union contract at Gaylord National. All of these cost increases will combine to impact profitability. As always, we will remain prudent in how we manage our business including capital expenditures.

“For the full year 2010, we are anticipating Gaylord Hotels RevPAR to range from a decline of 2.0 percent to an increase of 1.0 percent compared to full year 2009. We anticipate Gaylord Hotels Total RevPAR to range from a decline of 1.0 percent to an increase of 2.0 percent compared to the full year 2009. We are also providing Gaylord Hotels CCF guidance of $210-$226 million. For the Opry and Attractions segment, we are placing CCF guidance at $10-$12 million, and for our Corporate and Other segment we are guiding CCF performance of a loss of $44-$41 million. As such, we expect our total CCF performance to be in the range of $176-$197 million.”

		2010 Guidance
Consolidated Cash Flow
Gaylord Hotels		$ 210 — 226 Million
Opry and Attractions		$    10 — 12 Million
Corporate and Other		$  (44 — 41) Million
Totals		$176 — 197 Million
Gaylord Hotels RevPAR			(2)% — 1	%
Gaylord Hotels Total RevPAR			(1)% — 2	%

Webcast and Replay

Gaylord Entertainment will hold a conference call to discuss this release today at 10 a.m. ET. Investors can listen to the conference call over the Internet at www.gaylordentertainment.com. To listen to the live call, please go to the Investor Relations section of the website (Investor Relations/Presentations, Earnings, and Webcasts) at least 15 minutes prior to the call to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call and will run for at least 30 days.

About Gaylord Entertainment

Gaylord Entertainment (NYSE: GET), a leading hospitality and entertainment company based in Nashville, Tenn., owns and operates Gaylord Hotels (www.gaylordhotels.com), its network of upscale, meetings-focused resorts, and the Grand Ole Opry (www.opry.com), the weekly showcase of country music’s finest performers for more than 80 consecutive years. The Company’s entertainment brands and properties include the Radisson Hotel Opryland, Ryman Auditorium, General Jackson Showboat, Gaylord Springs Golf Links, Wildhorse Saloon, and WSM-AM. For more information about the Company, visit www.GaylordEntertainment.com.

This press release contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with economic conditions affecting the hospitality business generally, rising labor and benefits costs, the timing of any new development projects, increased costs and other risks associated with building and developing new hotel facilities, the geographic concentration of our hotel properties, business levels at the Company’s hotels, our ability to successfully operate our hotels and our ability to obtain financing for new developments. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the Securities and Exchange Commission and include the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and our Quarterly Reports on From 10-Q for the fiscal quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. 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.

Investor Relations Contacts:		Media Contacts:
Mark Fioravanti, Senior Vice President and Chief Financial Officer		Brian Abrahamson, Vice President of Corporate Communications
Gaylord Entertainment		Gaylord Entertainment
615-316-6588		(615) 316-6302
mfioravanti@gaylordentertainment.com		babrahamson@gaylordentertainment.com
~or~		~or~
Patrick Chaffin, Vice President of Strategic Planning and Investor Relations		Josh Hochberg
Gaylord Entertainment		Sloane & Company
615-316-6282		(212) 446-1892
pchaffin@gaylordentertainment.com		jhochberg@sloanepr.com

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(In thousands, except per share data)

		Three Months Ended								Twelve Months Ended
		Dec. 31,								Dec. 31,
		2009				2008				2009				2008
Revenues		$	249,446			$	250,632			$	879,121			$	930,869
Operating expenses:
Operating costs			151,302				156,447				531,257				566,366
Selling, general and administrative (a)			46,324				48,590				175,550				178,809
Impairment charges (b)			—				7,233				6,586				19,264
Preopening costs			—				—				—				19,190
Depreciation and amortization			30,392				29,946				116,592				109,774
Operating income			21,428				8,416				49,136				37,466
Interest expense, net of amounts capitalized			(21,087	)			(20,024	)			(76,592	)			(64,069	)
Interest income			3,676				4,106				15,087				12,689
Loss from unconsolidated companies			(152	)			(453	)			(5	)			(746	)
(Loss) gain on extinguishment of debt			(6,049	)			19,862				18,677				19,862
Other gains and (losses), net			(573	)			(501	)			2,847				453
(Loss) income before (benefit) provision for income taxes			(2,757	)			11,406				9,150				5,655
(Benefit) provision for income taxes			(2,118	)			1,991				9,197				1,046
(Loss) income from continuing operations			(639	)			9,415				(47	)			4,609
Income (loss) from discontinued operations, net of taxes			39				(1,012	)			24				(245	)
Net (loss) income		$	(600	)		$	8,403			$	(23	)		$	4,364
Basic net (loss) income per share:
(Loss) income from continuing operations		$	(0.01	)		$	0.23			$	(0.00	)		$	0.11
Loss from discontinued operations, net of taxes			—				(0.02	)			—				—
Net (loss) income		$	(0.01	)		$	0.21			$	(0.00	)		$	0.11
Fully diluted net (loss) income per share:
(Loss) income from continuing operations		$	(0.01	)		$	0.23			$	(0.00	)		$	0.11
Loss from discontinued operations, net of taxes			—				(0.03	)			—				—
Net (loss) income		$	(0.01	)		$	0.20			$	(0.00	)		$	0.11
Weighted average common shares for the period (c):
Basic			46,975				40,882				42,490				40,943
Fully-diluted			46,975				41,081				42,490				41,257

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Unaudited

(In thousands)

		Dec. 31,				Dec. 31,
		2009				2008
ASSETS
Current assets:
Cash and cash equivalents — unrestricted		$	180,033			$	1,043
Cash and cash equivalents — restricted			1,150				1,165
Trade receivables, net			40,917				49,114
Deferred income taxes			2,525				6,266
Other current assets			80,888				50,793
Current assets of discontinued operations			63				197
Total current assets			305,576				108,578
Property and equipment, net of accumulated depreciation			2,149,814				2,227,574
Notes receivable, net of current portion			142,311				146,866
Intangible assets, net of accumulated amortization			108				121
Goodwill			329				6,915
Indefinite lived intangible assets			1,480				1,480
Investments			128				1,131
Estimated fair value of derivative assets			—				6,235
Long-term deferred financing costs			18,081				18,888
Other long-term assets			43,196				42,591
Total assets		$	2,661,023			$	2,560,379
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations		$	1,814			$	1,904
Accounts payable and accrued liabilities			151,863				168,155
Estimated fair value of derivative liabilities			—				1,606
Current liabilities of discontinued operations			669				1,329
Total current liabilities			154,346				172,994
Long-term debt and capital lease obligations, net of current portion			1,176,874				1,260,997
Deferred income taxes			100,590				62,656
Estimated fair value of derivative liabilities			25,661				28,489
Other long-term liabilities			124,421				131,578
Long-term liabilities of discontinued operations			447				446
Stockholders’ equity			1,078,684				903,219
Total liabilities and stockholders’ equity		$	2,661,023			$	2,560,379

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

Unaudited

(in thousands)

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and Consolidated Cash Flow (“CCF”) reconciliation:

		Three Months Ended Dec. 31,																Twelve Months Ended Dec. 31,
		2009								2008								2009								2008
		$				Margin				$				Margin				$				Margin				$				Margin
Consolidated
Revenue		$	249,446				100.0	%		$	250,632				100.0	%		$	879,121				100.0	%		$	930,869				100.0	%
Net (loss) income		$	(600	)			-0.2	%		$	8,403				3.4	%		$	(23	)			0.0	%		$	4,364				0.5	%
(Income) loss from discontinued operations, net of taxes			(39	)			0.0	%			1,012				0.4	%			(24	)			0.0	%			245				0.0	%
(Benefit) provision for income taxes			(2,118	)			-0.8	%			1,991				0.8	%			9,197				1.0	%			1,046				0.1	%
Other (gains) and losses, net			573				0.2	%			501				0.2	%			(2,847	)			-0.3	%			(453	)			0.0	%
Loss (gain) on extinguishment of debt			6,049				2.4	%			(19,862	)			-7.9	%			(18,677	)			-2.1	%			(19,862	)			-2.1	%
Loss from unconsolidated companies			152				0.1	%			453				0.2	%			5				0.0	%			746				0.1	%
Interest expense, net			17,411				7.0	%			15,918				6.4	%			61,505				7.0	%			51,380				5.5	%
Operating income			21,428				8.6	%			8,416				3.4	%			49,136				5.6	%			37,466				4.0	%
Depreciation & amortization			30,392				12.2	%			29,946				11.9	%			116,592				13.3	%			109,774				11.8	%
Adjusted EBITDA			51,820				20.8	%			38,362				15.3	%			165,728				18.9	%			147,240				15.8	%
Pre-opening costs			—				0.0	%			—				0.0	%			—				0.0	%			19,190				2.1	%
Impairment charges			—				0.0	%			7,233				2.9	%			6,586				0.7	%			19,264				2.1	%
Other non-cash expenses			1,503				0.6	%			1,530				0.6	%			6,017				0.7	%			6,120				0.7	%
Stock option expense			608				0.2	%			1,655				0.7	%			7,625				0.9	%			6,604				0.7	%
Other gains and (losses), net			(573	)			-0.2	%			(501	)			-0.2	%			2,847				0.3	%			453				0.0	%
Gain on termination of interest rate swap			—				0.0	%			—				0.0	%			—				0.0	%			(1,276	)			-0.1	%
Loss on sales of assets			574				0.2	%			159				0.1	%			713				0.1	%			416				0.0	%
CCF		$	53,932				21.6	%		$	48,438				19.3	%		$	189,516				21.6	%		$	198,011				21.3	%
Hospitality segment
Revenue		$	230,981				100.0	%		$	232,940				100.0	%		$	814,154				100.0	%		$	848,332				100.0	%
Operating income			34,321				14.9	%			27,162				11.7	%			112,172				13.8	%			103,139				12.2	%
Depreciation & amortization			26,030				11.3	%			26,500				11.4	%			101,444				12.5	%			97,229				11.5	%
Pre-opening costs			—				0.0	%			—				0.0	%			—				0.0	%			19,190				2.3	%
Impairment charges			—				0.0	%			2,499				1.1	%			—				0.0	%			2,499				0.3	%
Other non-cash expenses			1,503				0.7	%			1,530				0.7	%			6,017				0.7	%			6,120				0.7	%
Stock option expense			288				0.1	%			498				0.2	%			1,466				0.2	%			1,990				0.2	%
Other losses, net			(522	)			-0.2	%			(224	)			-0.1	%			(725	)			-0.1	%			(322	)			0.0	%
Loss on sales of assets			521				0.2	%			52				0.0	%			617				0.1	%			85				0.0	%
CCF		$	62,141				26.9	%		$	58,017				24.9	%		$	220,991				27.1	%		$	229,930				27.1	%
Hospitality segment (Same Store — excludes Gaylord National)
Revenue		$	174,228				100.0	%		$	181,258				100.0	%		$	582,813				100.0	%		$	679,108				100.0	%
Operating income			33,494				19.2	%			27,043				14.9	%			86,093				14.8	%			113,547				16.7	%
Depreciation & amortization			17,243				9.9	%			18,290				10.1	%			67,532				11.6	%			72,464				10.7	%
Pre-opening costs			—				0.0	%			—				0.0	%			—				0.0	%			702				0.1	%
Impairment charges			—				0.0	%			2,499				1.4	%			—				0.0	%			2,499				0.4	%
Other non-cash expenses			1,503				0.9	%			1,530				0.8	%			6,017				1.0	%			6,120				0.9	%
Stock option expense			240				0.1	%			428				0.2	%			1,199				0.2	%			1,686				0.2	%
Other losses, net			(301	)			-0.2	%			(219	)			-0.1	%			(497	)			-0.1	%			(317	)			0.0	%
Loss on sales of assets			300				0.2	%			47				0.0	%			389				0.1	%			80				0.0	%
CCF		$	52,479				30.1	%		$	49,618				27.4	%		$	160,733				27.6	%		$	196,781				29.0	%
Gaylord National
Revenue		$	56,753				100.0	%		$	51,682				100.0	%		$	231,341				100.0	%		$	169,224				100.0	%
Operating income (loss)			827				1.5	%			119				0.2	%			26,079				11.3	%			(10,408	)			-6.2	%
Depreciation & amortization			8,787				15.5	%			8,210				15.9	%			33,912				14.7	%			24,765				14.6	%
Pre-opening costs			—				0.0	%			—				0.0	%			—				0.0	%			18,488				10.9	%
Stock option expense			48				0.1	%			70				0.1	%			267				0.1	%			304				0.2	%
Other losses, net			(221	)			-0.4	%			(5	)			0.0	%			(228	)			-0.1	%			(5	)			0.0	%
Loss on sales of assets			221				0.4	%			5				0.0	%			228				0.1	%			5				0.0	%
CCF		$	9,662				17.0	%		$	8,399				16.3	%		$	60,258				26.0	%		$	33,149				19.6	%
Opry and Attractions segment
Revenue		$	18,443				100.0	%		$	17,665				100.0	%		$	64,875				100.0	%		$	82,125				100.0	%
Operating income (loss)			1,979				10.7	%			503				2.8	%			(2,658	)			-4.1	%			5,641				6.9	%
Depreciation & amortization			1,189				6.4	%			1,165				6.6	%			4,699				7.2	%			4,894				6.0	%
Impairment charges			—				0.0	%			—				0.0	%			6,586				10.2	%			—				0.0	%
Stock option expense			56				0.3	%			81				0.5	%			269				0.4	%			302				0.4	%
Other gains and (losses), net			1				0.0	%			(71	)			-0.4	%			3,614				5.6	%			(90	)			-0.1	%
Loss (gain) on sales of assets			—				0.0	%			71				0.4	%			(2	)			0.0	%			90				0.1	%
CCF		$	3,225				17.5	%		$	1,749				9.9	%		$	12,508				19.3	%		$	10,837				13.2	%
Corporate and Other segment
Revenue		$	22							$	27							$	92							$	412
Operating loss			(14,872	)							(19,249	)							(60,378	)							(71,314	)
Depreciation & amortization			3,173								2,281								10,449								7,651
Impairment charges			—								4,734								—								16,765
Stock option expense			264								1,076								5,890								4,312
Other gains and (losses), net			(52	)							(206	)							(42	)							865
Gain on termination of interest rate swap			—								—								—								(1,276	)
Loss on sales of assets			53								36								98								241
CCF		$	(11,434	)						$	(11,328	)						$	(43,983	)						$	(42,756	)

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL RESULTS

Unaudited

(in thousands, except operating metrics)

		Three Months Ended Dec. 31,								Twelve Months Ended Dec. 31,
		2009				2008				2009				2008
HOSPITALITY OPERATING METRICS:
Gaylord Hospitality Segment (a) (b)
Occupancy			70.1	%			68.3	%			65.8	%			72.2	%
Average daily rate (ADR)		$	164.42			$	173.30			$	169.23			$	171.36
RevPAR		$	115.18			$	118.33			$	111.30			$	123.69
OtherPAR		$	194.97			$	194.45			$	164.25			$	182.05
Total RevPAR		$	310.15			$	312.78			$	275.55			$	305.74
Revenue		$	230,981			$	232,940			$	814,154			$	848,332
CCF		$	62,141			$	58,017			$	220,991			$	229,930
CCF Margin			26.9	%			24.9	%			27.1	%			27.1	%
Gaylord Opryland (a)
Occupancy			78.4	%			76.6	%			66.5	%			75.9	%
Average daily rate (ADR)		$	148.93			$	163.95			$	150.07			$	157.30
RevPAR		$	116.72			$	125.61			$	99.74			$	119.32
OtherPAR		$	195.58			$	200.51			$	135.36			$	163.58
Total RevPAR		$	312.30			$	326.12			$	235.10			$	282.90
Revenue		$	82,719			$	86,380			$	247,053			$	296,666
CCF		$	25,286			$	23,992			$	62,515			$	84,722
CCF Margin			30.6	%			27.8	%			25.3	%			28.6	%
Gaylord Palms
Occupancy			68.0	%			72.6	%			67.0	%			77.3	%
Average daily rate (ADR)		$	169.69			$	166.31			$	176.13			$	178.42
RevPAR		$	115.47			$	120.81			$	118.01			$	137.93
OtherPAR		$	207.03			$	211.70			$	188.33			$	213.37
Total RevPAR		$	322.50			$	332.51			$	306.34			$	351.30
Revenue		$	41,716			$	43,011			$	157,209			$	180,777
CCF		$	11,139			$	10,838			$	44,717			$	52,592
CCF Margin			26.7	%			25.2	%			28.4	%			29.1	%
Gaylord Texan
Occupancy			68.9	%			66.8	%			66.3	%			72.0	%
Average daily rate (ADR)		$	158.70			$	179.55			$	165.13			$	178.88
RevPAR		$	109.37			$	119.87			$	109.49			$	128.77
OtherPAR		$	235.11			$	236.79			$	201.25			$	219.69
Total RevPAR		$	344.48			$	356.66			$	310.74			$	348.46
Revenue		$	47,887			$	49,579			$	171,357			$	192,706
CCF		$	14,966			$	13,568			$	51,251			$	56,384
CCF Margin			31.3	%			27.4	%			29.9	%			29.3	%
Gaylord National (b)
Occupancy			61.2	%			54.3	%			64.4	%			61.6	%
Average daily rate (ADR)		$	205.39			$	206.55			$	206.86			$	202.72
RevPAR		$	125.64			$	112.11			$	133.16			$	124.84
OtherPAR		$	183.42			$	169.33			$	184.38			$	184.25
Total RevPAR		$	309.06			$	281.44			$	317.54			$	309.09
Revenue		$	56,753			$	51,682			$	231,341			$	169,224
CCF		$	9,662			$	8,399			$	60,258			$	33,149
CCF Margin			17.0	%			16.3	%			26.0	%			19.6	%
Nashville Radisson and Other (c)
Occupancy			64.5	%			68.6	%			60.0	%			66.9	%
Average daily rate (ADR)		$	92.09			$	103.25			$	91.71			$	101.37
RevPAR		$	59.38			$	70.84			$	55.03			$	67.79
OtherPAR		$	11.74			$	13.95			$	10.37			$	14.28
Total RevPAR		$	71.12			$	84.79			$	65.40			$	82.07
Revenue		$	1,906			$	2,288			$	7,194			$	8,959
CCF		$	1,088			$	1,220			$	2,250			$	3,083
CCF Margin			57.1	%			53.3	%			31.3	%			34.4	%
Gaylord Hospitality Segment “Same Store” (excludes Gaylord National) (a)
Occupancy			73.0	%			72.9	%			66.2	%			74.8	%
Average daily rate (ADR)		$	153.19			$	165.20			$	157.25			$	165.01
RevPAR		$	111.76			$	120.36			$	104.15			$	123.40
OtherPAR		$	198.75			$	202.67			$	157.66			$	181.52
Total RevPAR		$	310.51			$	323.03			$	261.81			$	304.92
Revenue		$	174,228			$	181,258			$	582,813			$	679,108
CCF		$	52,479			$	49,618			$	160,733			$	196,781
CCF Margin			30.1	%			27.4	%			27.6	%			29.0	%

Gaylord Entertainment Company and Subsidiaries
Reconciliation of Forward-Looking Statements
Unaudited
(in thousands)

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and Consolidated Cash Flow (“CCF”) reconciliation:

		GUIDANCE RANGE
		FULL YEAR 2010
		Low				High
Hospitality Segment
Estimated Operating Income/(Loss)		$	110,500			$	123,400
Estimated Depreciation & Amortization			92,300				94,500
Estimated Adjusted EBITDA		$	202,800			$	217,900
Estimated Pre-Opening Costs			0				0
Estimated Non-Cash Lease Expense			5,800				6,000
Estimated Stock Option Expense			1,400				1,600
Estimated Gains/(Losses), Net			0				500
Estimated CCF		$	210,000			$	226,000
Opry and Attractions segment
Estimated Operating Income/(Loss)		$	6,000			$	7,150
Estimated Depreciation & Amortization			3,900				4,500
Estimated Adjusted EBITDA		$	9,900			$	11,650
Estimated Stock Option Expense			100				300
Estimated Gains/(Losses), Net			0				50
Estimated CCF		$	10,000			$	12,000
Corporate and Other segment
Estimated Operating Income/(Loss)		$	(54,800	)		$	(53,400	)
Estimated Depreciation & Amortization			9,800				10,900
Estimated Adjusted EBITDA		$	(45,000	)		$	(42,500	)
Estimated Stock Option Expense			1,000				1,300
Estimated Gains/(Losses), Net			0				200
Estimated CCF		$	(44,000	)		$	(41,000	)