þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
73-0664379
(I.R.S. Employer Identification No.) |
|
One Gaylord Drive, Nashville, Tennessee
(Address of Principal Executive Offices) |
37214
(Zip Code) |
Common Stock $.01 par value per share
(Title of Class) |
New York Stock Exchange
(Name of Exchange on Which Registered) |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
F-22
F-23
F-24
F-25
F-26
F-27
F-28
F-29
F-30
F-31
F-32
F-33
F-34
F-35
F-36
F-37
F-38
F-39
F-40
F-41
F-42
F-43
F-44
F-45
F-46
F-47
F-48
F-49
F-50
F-51
F-52
F-53
F-54
F-55
F-56
F-57
F-58
S-1
S-2
S-3
S-4
Table of Contents
Table of Contents
Total
Total
Exhibit Space
Number of
Meeting Space
Facility
City
(sq. ft.)
Meeting Rooms
(sq. ft.)
Las Vegas, NV
1,125,600
293
400,378
Las Vegas, NV
934,731
121
360,924
Lake Buena Vista, FL
329,000
84
248,655
*
Nashville, TN
263,772
85
300,000
Dallas, TX
231,103
**
76
341,620
Dallas, TX
230,000
67
99,000
*
Orlando, FL
214,000
69
214,000
*
Las Vegas, NV
210,000
60
315,000
Hollywood, FL
209,000
39
60,000
Reno, NV
190,000
40
110,000
Grapevine, TX
180,000
**
70
400,000
Kissimmee, FL
178,500
**
61
400,000
*
Space also included in Total Exhibit Space
**
Space also included in Total Meeting Space.
Source: the Company;
Tradeshow Week Major Exhibit Hall Directory 2006
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Net Proceeds
From Sale
(Cash and Other)
Business Sold
Date
(in millions)
November 17, 2003
$
6.0
July 21, 2003
62.5
August 27, 2002
157.0
June 28, 2002
30.8
February 25, 2002
3.7
January 4, 2002
84.1
March 9, 2001
41.3
(1)
(1)
Shortly after the closing, the Oklahoma Publishing Company, or OPUBCO,
which purchased these assets, asserted that the Company breached
certain representations and warranties in the purchase agreement. The
Company entered into settlement negotiations pursuant to which the
Company paid OPUBCO an aggregate of $825,000.
market share and visibility;
Table of Contents
quality, cost and breadth of services and properties provided; and
long-term customer relationships.
disclosure requirements in connection with real estate sales;
anti-fraud laws;
real estate and travel services provider license requirements, including escrow requirements;
environmental laws;
telemarketing and consumer privacy laws;
the Fair Housing Act; and
consumer protection laws regarding the purchase of condominiums
Table of Contents
Table of Contents
NAME
AGE
POSITION
59
Chairman of the Board of Directors, President and Chief
Executive Officer
37
Executive Vice President and Chief Financial Officer
49
Executive Vice President and Chief Operating Officer,
Gaylord Hotels
45
Executive Vice President and President, ResortQuest
49
Senior Vice President, Secretary and General Counsel
54
Senior Vice President and Chief Administrative Officer
49
Senior Vice President, Human Resources and Communications
Table of Contents
our ability to generate cash flows from existing operations;
our ability to hire and retain hotel management, catering and convention-related staff for our hotels and
staff for our vacation rental offices;
our ability to successfully attract and maintain increased levels of customer and homeowner utilization of
our ResortQuest vacation rental and property management business;
our ability to capitalize on the strong brand recognition of certain of our Opry and Attractions assets; and
the continued popularity and demand for country music.
the desirability and perceived attractiveness of the
Nashville, Tennessee area; the Orlando, Florida area; and
the Dallas, Texas area as tourist and convention
destinations;
the ability of our proposed Gaylord National hotel project
near Washington, D.C. to operate in a new market which is
extremely competitive;
adverse changes in the national economy and in the levels of
tourism and convention business that would affect our hotels
or vacation rental properties we manage;
Table of Contents
our ability to continue to attract group convention business;
the opening of the Gaylord National or other new hotels
could impact our group convention business at our existing
hotel properties;
the hotel and convention business is highly competitive, and
the Gaylord Palms and the Gaylord Texan are operating in
extremely competitive markets for convention and tourism
business;
our group convention business is subject to reduced levels
of demand during the year-end holiday periods, and we may
not be able to attract sufficient general tourism guests to
offset this seasonality; and
the vacation rental and property management business is
highly competitive and has low barriers to entry, and we
compete primarily with local vacation rental and property
management companies located in our markets, some of whom
are affiliated with the owners or operators of resorts where
these competitors provide their services or which may have
lower cost structures and may provide their services at
lower rates.
construction delays or cost overruns that may increase project costs;
construction defects or noncompliance with construction specifications;
receipt of zoning, occupancy and other required governmental permits and authorizations;
other risks of construction described below;
development costs incurred for projects that are not pursued to completion;
so-called acts of God such as earthquakes, hurricanes, floods or fires that could delay the development of a project;
the availability and cost of capital; and
governmental restrictions on the nature or size of a project or timing of completion.
Table of Contents
Table of Contents
Table of Contents
increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a substantial portion of our cash flow from operations to make interest
and principal payments on our debt, thereby limiting the availability of our cash flow to fund
future capital expenditures, working capital and other general corporate requirements;
limit our flexibility in planning for, or reacting to, changes in our business and the
hospitality industry, which may place us at a competitive disadvantage compared with competitors
that are less leveraged;
increase our vulnerability to general adverse economic and industry conditions; and
Table of Contents
limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity.
incur additional debt and issue preferred stock;
create liens;
redeem and/or prepay certain debt;
pay dividends on our stock to our stockholders or repurchase our stock;
make certain investments;
enter new lines of business;
engage in consolidations, mergers and acquisitions;
make certain capital expenditures; and
pay dividends and make other distributions from our subsidiaries to us.
Table of Contents
authorize us to issue blank check preferred stock, which is
preferred stock that can be created and issued by our board of
directors, without stockholder approval, with rights senior to
those of common stock;
provide that directors may only be removed with cause by the
affirmative vote of at least a majority of the votes of shares
entitled to vote thereon;
establish advance notice requirements for submitting nominations
for election to the board of directors and for proposing matters
that can be acted upon by stockholders at meeting;
provide that special meetings of stockholders may be called only
by our chairman or by majority of the members of our board of
directors;
impose restrictions on ownership of our common stock by non-United
States persons due to our ownership of a radio station; and
prohibit stockholder actions taken on written consent.
Table of Contents
Table of Contents
2006
2005
High
Low
High
Low
$
46.18
$
40.00
$
44.19
$
38.27
48.56
40.21
47.19
38.20
45.95
36.93
48.97
42.12
51.83
42.83
48.80
38.50
Table of Contents
SELECTED FINANCIAL DATA
Table of Contents
Years Ended December 31,
2006
2005
2004
2003
2002
(in thousands, except per share amounts)
$
645,437
$
576,927
$
473,051
$
369,263
$
339,380
76,580
67,097
66,565
61,433
65,600
225,650
222,003
188,619
16,228
255
512
388
184
272
947,922
866,539
728,623
447,108
405,252
618,455
571,494
478,224
275,799
254,583
194,189
186,203
171,660
116,729
108,732
7,174
5,005
14,205
11,562
8,913
(30,529
)
110,710
(4)
1,212
(4)
856
(4)
196
(5)
(17
) (5)
64,502
63,188
58,521
46,536
44,924
5,663
5,347
5,215
5,129
5,778
10,772
10,619
9,170
1,154
4,903
4,049
4,737
6,099
5,778
85,840
83,203
77,643
58,918
56,480
1,016,368
845,905
743,140
463,864
398,162
99,087
72,705
43,525
42,347
25,972
5,014
1,889
1,548
(600
)
1,596
(1,331
)
(7,689
)
(226
)
(2,689
)
(53,332
)
(41,266
)
(43,751
)
(43,396
)
(42,111
)
(7,174
)
(5,005
)
(14,205
)
(11,562
)
(8,913
)
30,529
(110,710
) (4)
(1,212
) (4)
(856
) (4)
(196
) (5)
17
(5)
(68,446
)
20,634
(14,517
)
(16,756
)
7,090
(71,719
)
(73,169
)
(55,064
)
(52,804
)
(46,960
)
3,135
2,478
1,501
2,461
2,808
38,337
(41,554
)
(87,914
)
39,831
(37,300
)
(16,618
)
35,705
56,533
(33,228
)
86,476
10,565
2,169
3,825
2,340
3,058
9,469
6,660
1,089
2,209
1,163
(95,277
)
(47,077
)
(94,547
)
(55,947
)
16,335
(12,445
)
(15,284
)
(39,956
)
(23,786
)
2,509
(82,832
)
(31,793
)
(54,591
)
(32,161
)
13,826
3,397
(2,157
)
953
34,413
85,757
(2,572
) (6)
$
(79,435
)
$
(33,950
)
$
(53,638
)
$
2,252
$
97,011
$
(2.04
)
$
(0.79
)
$
(1.38
)
$
(0.93
)
$
0.41
0.08
(0.06
)
0.03
1.00
2.54
(0.08
)
$
(1.96
)
$
(0.85
)
$
(1.35
)
$
0.07
$
2.87
$
(2.04
)
$
(0.79
)
$
(1.38
)
$
(0.93
)
$
0.41
0.08
(0.06
)
0.03
1.00
2.54
(0.08
)
$
(1.96
)
$
(0.85
)
$
(1.35
)
$
0.07
$
2.87
Table of Contents
As of December 31,
2006
2005
2004
2003
2002
(in thousands)
$
2,632,519
(7)
$
2,532,590
(7)
$
2,521,045
(7)
$
2,581,010
(7)
$
2,180,098
(7)
755,606
(8)
600,300
(8)
576,409
(8)
548,759
(8)
340,638
(8)
613,054
(7)
613,054
(7)
613,054
(7)
613,054
(7)
613,054
(7)
798,026
848,567
869,601
906,793
788,437
(1)
Preopening costs are related to the Gaylord Palms, the Gaylord Texan and our Gaylord
National hotel project in the Washington, D.C. area. Gaylord Palms opened in January 2002 and
the Gaylord Texan opened in April 2004. The Gaylord National hotel is expected to open in
2008.
(2)
During 2002, we sold our one-third interest in the Opry Mills Shopping Center in Nashville,
Tennessee and the related land lease interest between the Company and the Mills Corporation.
(3)
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. In accordance with the provisions of SFAS No. 144, we have presented the
operating results and financial position of the following businesses as discontinued
operations: ResortQuest Discontinued Markets; WSM-FM and WWTN(FM); Word Entertainment;
Acuff-Rose Music Publishing; GET Management, our artist management business; Oklahoma
RedHawks; our international cable networks; the businesses sold to affiliates of The Oklahoma
Publishing Company consisting of Pandora Films, Gaylord Films, Gaylord Sports Management,
Gaylord Event Television and Gaylord Production Company; and our water taxis.
(4)
Reflects the divestiture of certain businesses and reduction in the carrying values of
certain assets. The components of the impairment and other charges related to continuing
operations are as follows:
2006
2004
2003
(in thousands)
$
85,736
$
$
12,085
263
12,626
1,212
856
$
110,710
$
1,212
$
856
(5)
Related primarily to employee severance and contract termination costs.
(6)
Reflects the cumulative effect of the change in accounting method related to adopting the
provisions of SFAS No. 142. We recorded an impairment loss related to impairment of the
goodwill of the Radisson Hotel at Opryland. The impairment loss was $4.2 million, less taxes
of $1.6 million.
(7)
In 1999 we recognized a pretax gain of $459.3 million as a result of the divestiture of
television station KTVT in Dallas-Ft. Worth in exchange for CBS Series B preferred stock,
which was later converted into 11,003,000 shares of Viacom, Inc. Class B common stock, $4.2
million of cash and other consideration. During 2000, we entered into a seven-year forward
exchange contract for a notional amount of $613.1 million with respect to 10,937,900 shares of
the Viacom, Inc. Class B common stock. As further discussed in Note 8 to our consolidated
financial statements for the year ended December 31, 2006 included herewith, we exchanged the
10,937,900 shares of Viacom, Inc. Class B common stock for 5,468,950 shares of Viacom Stock
and 5,468,950 shares of CBS Stock effective January 3, 2006. The CBS Stock and Viacom Stock
were included in total assets at their market values of $394.9 million, $356.6 million, $400.4
million, $488.3 million, and $448.5 million at December 31, 2006,
Table of Contents
2005, 2004, 2003 and 2002,
respectively. Prepaid interest related to the secured forward exchange contract of $10.5
million, $37.3 million, $64.3 million, $91.2 million and $118.1 million, respectively, was
included in total assets at December 31, 2006, 2005, 2004, 2003 and 2002, respectively.
(8)
Related primarily to the construction of the Gaylord Palms, the Gaylord Texan and the Gaylord
National.
Table of Contents
Hospitality, consisting of our Gaylord Opryland Resort and Convention Center (Gaylord
Opryland), our Gaylord Palms Resort and Convention Center (Gaylord Palms), our Gaylord
Texan Resort and Convention Center (Gaylord Texan), and our Radisson Hotel at Opryland
(Radisson Hotel).
ResortQuest, consisting of our vacation rental property management business.
Opry and Attractions, consisting of our Grand Ole Opry assets, WSM-AM and our Nashville attractions.
Corporate and Other, consisting of our ownership interests in certain entities and our corporate expenses.
Segment
2006
2005
2004
68
%
66
%
65
%
24
%
26
%
26
%
8
%
8
%
9
%
0
%
0
%
0
%
hotel occupancy (volume indicator)
average daily rate (ADR) (price indicator)
Revenue per Available Room (RevPAR) (a summary measure of hotel results calculated by
dividing room sales by room nights available to guests for the period)
Total Revenue per Available Room (Total RevPAR) (a summary measure of hotel results
calculated by dividing the sum of room, food and beverage and other ancillary service
revenue by room nights available to guests for the period)
Net Definite Room Nights Booked (a volume indicator which represents the total number of
definite bookings for future room nights at Gaylord hotels confirmed during the applicable
period, net of cancellations)
Table of Contents
occupancy rate of units available for rental (volume indicator)
average daily rate (price indicator)
ResortQuest Revenue per Available Room (ResortQuest RevPAR) (a summary measure of
ResortQuest results calculated by dividing gross lodging revenue for properties under
exclusive rental management contracts by net available unit nights available to guests for
the period)
Total Units Under Management (a volume indicator which represents the total number of
vacation properties available for rental)
Table of Contents
Table of Contents
(A)
These amounts have not been shown as a percentage of segment revenue because the Corporate and
Other segment generates only minimal revenue.
(B)
These amounts have not been shown as a percentage of segment revenue because the Company does
not associate them with any individual segment in managing the Company.
(C)
These amounts have not been shown as a percentage of total revenue because they have no
relationship to total revenue.
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and per share data)
$
947,922
9.39
%
$
866,539
18.93
%
$
728,623
1,016,368
20.15
%
845,905
13.83
%
743,140
(68,446
)
-431.71
%
20,634
242.14
%
(14,517
)
(79,435
)
133.98
%
(33,950
)
36.71
%
(53,638
)
(1.96
)
130.59
%
(0.85
)
37.04
%
(1.35
)
The recognition of a net unrealized gain on our investment in Viacom and CBS stock and
the related secured forward exchange contract of $21.7 million in 2006, as compared to a net
unrealized loss of $5.8 million in 2005.
Income from unconsolidated companies of $10.6 million in 2006, as compared to income from
unconsolidated companies of $2.2 million in 2005, reflecting our
equity in earnings from
our minority investments in Bass Pro and our two Hawaii hotel joint ventures.
A gain on discontinued operations of $3.4 million in 2006, as compared to a loss on
discontinued operations of $2.2 million in 2005, described more
fully in Gain (Loss) from
Discontinued Operations, Net of Taxes below.
Table of Contents
The recognition of a net unrealized loss on our investment in Viacom stock and the
related secured forward exchange contract of $5.8 million in 2005, as compared to a net
unrealized loss of $31.4 million in 2004.
An increase in interest expense, net of amounts capitalized, of approximately $18.1 million in 2005, as compared to 2004.
A $24.7 million reduction in the amount of our benefit for income taxes in 2005, as compared to 2004.
A $5.6 million increase in our other gains and losses, net, in 2005, as compared to 2004.
Improved system-wide Hospitality segment occupancy rates and ADR in 2006 and 2005,
described more fully below, which resulted in improved Hospitality RevPAR as compared to
prior periods.
Improved banquet and catering and other ancillary services revenue at our hotels for 2006
and 2005, described more fully below, which positively impacted Hospitality Total RevPAR as
compared to prior periods.
Approximately $110.7 million of impairment charges relating to our ResortQuest
operations, described more fully below, which negatively impacted our operating performance
in 2006.
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and performance metrics)
$
645,437
11.87
%
$
576,927
21.96
%
$
473,051
385,817
11.45
%
346,179
21.07
%
285,930
96,031
1.24
%
94,855
11.50
%
85,075
64,502
2.08
%
63,188
7.97
%
58,521
546,350
8.36
%
504,222
17.39
%
429,526
$
99,087
36.29
%
$
72,705
67.04
%
$
43,525
78.0
%
5.55
%
73.9
%
4.38
%
70.8
%
$
155.01
3.53
%
$
149.73
4.96
%
$
142.65
$
120.93
9.29
%
$
110.65
9.57
%
$
100.99
$
292.47
11.35
%
$
262.65
16.26
%
$
225.91
1,670,000
-9.24
%
1,840,000
16.46
%
1,580,000
(1)
Hospitality results and performance metrics include the results of our Radisson Hotel for
all periods presented but only include the results of the Gaylord Texan from April 2, 2004,
its first date of operation.
(2)
Hospitality operating income does not include the effect of preopening costs. See the
discussion of preopening costs set forth below.
(3)
We calculate Hospitality RevPAR by dividing room sales by room nights available to guests for
the period. Hospitality RevPAR is not comparable to similarly titled measures such as
revenues.
(4)
We calculate Hospitality Total RevPAR by dividing the sum of room sales, food and beverage,
and other ancillary services (which equals Hospitality segment revenue) by room nights
available to guests for the period. Hospitality Total RevPAR is not comparable to similarly
titled measures such as revenues.
(5)
Net Definite Room Nights Booked included 347,000, 434,000 and 113,000 room nights for the
years ended December 31, 2006, 2005 and 2004, respectively, related to Gaylord National, which
we expect to open in 2008.
(6)
Excludes 20,048 and 29,551 room nights that were taken out of service during the years ended
December 31, 2006 and 2005, respectively, as a result of a continued multi-year rooms
renovation program at Gaylord Opryland.
Table of Contents
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and performance metrics)
$
281,224
17.9
%
$
238,495
14.4
%
$
208,410
172,627
17.5
%
146,955
16.6
%
126,079
38,273
4.4
%
36,674
15.2
%
31,825
80.9
%
7.3
%
75.4
%
7.0
%
70.5
%
$
145.87
4.6
%
$
139.43
0.3
%
$
139.04
$
118.06
12.3
%
$
105.14
7.2
%
$
98.06
$
272.63
16.8
%
$
233.36
18.1
%
$
197.65
(1)
Excludes 20,048 and 29,551 room nights that were taken out of service during the years
ended December 31, 2006 and 2005, respectively, as a result of a continued multi-year rooms
renovation program at Gaylord Opryland.
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and performance metrics)
$
176,634
6.7
%
$
165,547
6.7
%
$
155,116
101,257
9.3
%
92,618
7.9
%
85,805
32,055
-6.0
%
34,086
-1.0
%
34,413
77.0
%
3.9
%
74.1
%
0.3
%
73.9
%
$
175.90
3.2
%
$
170.48
3.6
%
$
164.61
$
135.42
7.2
%
$
126.32
3.8
%
$
121.69
$
344.19
6.7
%
$
322.58
7.0
%
$
301.43
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and performance metrics)
$
178,641
8.3
%
$
165,015
61.7
%
$
102,063
107,734
4.4
%
103,211
46.9
%
70,281
23,887
7.8
%
22,149
28.1
%
17,286
74.4
%
3.8
%
71.7
%
4.7
%
68.5
%
$
165.99
2.4
%
$
162.03
17.3
%
$
138.19
$
123.50
6.3
%
$
116.20
22.7
%
$
94.70
$
323.91
8.3
%
$
299.20
21.4
%
$
246.52
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and performance metrics)
$
225,650
1.6
%
$
222,003
17.7
%
$
188,619
175,776
-0.1
%
176,033
23.8
%
142,172
40,433
-6.1
%
43,040
14.8
%
37,503
10,772
1.4
%
10,619
15.8
%
9,170
$
(1,331
)
-82.7
%
$
(7,689
)
-3302.2
%
$
(226
)
50.9
%
-4.1
%
53.1
%
-2.4
%
54.4
%
$
169.81
8.0
%
$
157.26
5.8
%
$
148.64
$
86.39
3.4
%
$
83.56
3.4
%
$
80.82
14,530
-11.1
%
16,353
6.5
%
15,358
(1)
ResortQuest operating loss for the year ended December 31, 2006 excludes the effects
of an impairment charge of $110.7 million recorded during 2006. See the discussion of
impairment and other charges set forth below.
(2)
We calculate ResortQuest RevPAR by dividing gross lodging revenue for properties under
exclusive rental management contracts by net available unit nights available to guests for
the period. Our ResortQuest segment revenue represents a percentage of the gross lodging
revenues based on the services provided by ResortQuest. Net available unit nights (those
available to guests) are equal to total available unit nights less owner, maintenance, and
complimentary unit nights. ResortQuest RevPAR is not comparable to similarly titled
measures such as revenues.
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages)
$
76,580
14.1
%
$
67,097
0.8
%
$
66,565
47,944
13.4
%
42,263
1.0
%
41,837
17,959
2.1
%
17,598
-2.0
%
17,965
5,663
5.9
%
5,347
2.5
%
5,215
$
5,014
165.4
%
$
1,889
22.0
%
$
1,548
(1)
Opry and Attractions operating income for 2004 excludes the effects of an
impairment charge of $1.2 million recorded during 2004. See the discussion of impairment and other
charges set forth below.
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and performance metrics)
$
255
-50.2
%
$
512
32.0
%
$
388
8,918
27.1
%
7,019
-15.3
%
8,285
39,766
29.5
%
30,710
-1.3
%
31,117
4,903
21.1
%
4,049
-14.5
%
4,737
$
(53,332
)
29.2
%
$
(41,266
)
-5.7
%
$
(43,751
)
(1)
Corporate and Other operating loss for 2004 excludes the effects of an adjustment to
restructuring charges of $0.2 million recorded during 2004. See the discussion of impairment and
other charges and restructuring charges set forth below.
Table of Contents
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and performance metrics)
$
(71,719
)
-2.0
%
$
(73,169
)
32.9
%
$
(55,064
)
3,135
26.5
%
2,478
65.1
%
1,501
21,719
-471.3
%
(5,849
)
-81.4
%
(31,381
)
10,565
387.1
%
2,169
-43.3
%
3,825
9,469
42.2
%
6,660
511.6
%
1,089
(12,445
)
-18.6
%
(15,284
)
-61.7
%
(39,956
)
3,397
-257.5
%
(2,157
)
-326.3
%
953
Table of Contents
Table of Contents
Years Ended December 31,
2006
% Change
2005
% Change
2004
(in thousands, except percentages and performance metrics)
$
12,252
508.9
%
$
2,012
-47.4
%
$
3,825
(835
)
-631.8
%
157
n/a
(852
)
n/a
n/a
$
10,565
387.1
%
$
2,169
-43.3
%
$
3,825
Table of Contents
Table of Contents
Years Ended December 31,
2006
2005
2004
35
%
35
%
35
%
7
%
-1
%
8
%
-27
%
0
%
0
%
-2
%
-2
%
-1
%
13
%
32
%
42
%
Table of Contents
Table of Contents
Years Ended December 31,
2006
2005
2004
$
2,320
$
18,212
$
20,830
$
(641
)
$
(1,022
)
$
514
6
1
40
(2,749
)
(44
)
(840
)
(679
)
(4,611
)
555
11
34
20
(115
)
(397
)
235
(19
)
136
1,015
101
(261
)
1,015
(567
)
(4,838
)
1,590
(3,964
)
(2,681
)
637
$
3,397
$
(2,157
)
$
953
Table of Contents
2006
2005
2004
$
114,312
$
80,743
$
56,674
(3,453
)
(478
)
(1,271
)
110,859
80,265
55,403
(294,947
)
(129,540
)
(127,527
)
(11,404
)
19,447
32,381
(306,351
)
(110,093
)
(95,146
)
541
1,195
(292
)
(305,810
)
(108,898
)
(95,438
)
(1,000
)
(199,181
)
155,000
20,000
225,000
18,500
26,487
(1,459
)
172,500
46,487
24,360
4,294
(2,142
)
(82
)
176,794
44,345
24,278
$
(18,157
)
$
15,712
$
(15,757
)
Table of Contents
Table of Contents
We must maintain a consolidated leverage ratio of not greater than (i) 7.00 to 1.00 for
calendar quarters ending during calendar year 2007, and (ii) 6.25 to 1.00 for all other
calendar quarters ending during the term of the credit facility, which levels are subject
to increase to 7.25 to 1.00 and 7.00 to 1.00, respectively, for three (3) consecutive
quarters at our option if we make a leverage ratio election.
Table of Contents
We 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 us or any of our subsidiaries in connection with any
equity issuance.
We must maintain a minimum consolidated fixed charge coverage ratio of not less than (i)
1.50 to 1.00 for any reporting calendar quarter during which the leverage ratio election is
effective; and (ii) 2.00 to 1.00 for all other calendar quarters during the term hereof.
We 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 assumed fixed rate) of not less than
1.60 to 1.00.
Our investments in entities which are not wholly-owned subsidiaries may not exceed an
amount equal to ten percent (10.0%) of our consolidated total assets.
Table of Contents
Total amounts
Less than
After
Contractual obligations
committed
1 year
1-3 years
3-5 years
5 years
$
750,000
$
$
$
175,000
$
575,000
3,926
1,034
1,570
1,322
4,000
1,000
2,000
1,000
218,855
218,855
705,338
12,055
19,408
13,542
660,333
525
175
350
$
1,682,644
$
233,119
$
23,328
$
190,864
$
1,235,333
(1)
The total operating lease commitments of $705.3 million above includes the 75-year operating
lease agreement we entered into during 1999 for 65.3 acres of land located in Osceola County,
Florida where Gaylord Palms is located.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
S-2
S-3
S-4
Table of Contents
GAYLORD ENTERTAINMENT COMPANY
By:
/s/ Colin V. Reed
Colin V. Reed
February 28, 2007
Chairman of the Board of Directors, President
and Chief
Executive Officer
Signature
Title
Date
Chairman of the Board of Directors,
February 28, 2007
President and Chief Executive Officer
Director
February 28, 2007
Director
February 28, 2007
Director
February 28, 2007
Director
February 28, 2007
Director
February 28, 2007
Director
February 28, 2007
Director
February 28, 2007
Director
February 28, 2007
Director
February 28, 2007
Executive Vice President and
February 28, 2007
Chief Financial Officer
(Principal Financial Officer)
Senior Vice President and Chief
February 28, 2007
Administrative Officer
(Principal Accounting Officer)
Table of Contents
Page
F-2
F-3
F-4
F-5
F-6
F-7
F-8
Table of Contents
ON THE CONSOLIDATED FINANCIAL STATEMENTS
/s/ ERNST & YOUNG LLP
February 28, 2007
Table of Contents
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
/s/ ERNST & YOUNG LLP
February 28, 2007
Table of Contents
For the Years Ended December 31, 2006, 2005 and 2004
(Amounts in thousands, except per share data)
Table of Contents
December 31, 2006 and 2005
(Amounts in thousands, except per share data)
December 31,
December 31,
2006
2005
$
40,562
$
58,719
15,715
19,688
394,913
39,458
37,154
207,428
10,461
26,865
8,861
29,106
29,276
28
7,726
737,671
188,289
1,638,443
1,404,211
22,688
27,768
87,331
177,556
28,254
40,315
84,488
429,295
220,430
15,579
29,144
18,065
14,135
1,447
$
2,632,519
$
2,532,590
$
2,034
$
1,825
613,054
222,717
186,540
56,628
578
7,802
895,011
196,167
613,054
753,572
598,475
96,537
177,652
2,610
1,994
86,525
96,488
238
193
408
403
694,941
670,828
118,885
198,320
(1,673
)
(16,208
)
(19,311
)
798,026
848,567
$
2,632,519
$
2,532,590
Table of Contents
For the Years Ended December 31, 2006, 2005 and 2004
(Amounts in thousands)
2006
2005
2004
$
(79,435
)
$
(33,950
)
$
(53,638
)
(3,397
)
2,157
(953
)
(10,565
)
(2,169
)
(3,825
)
(21,719
)
5,849
31,381
110,710
1,212
(12,445
)
(15,284
)
(39,937
)
85,840
83,203
77,643
29,969
29,724
29,269
9,321
(2,771
)
1,676
(2,607
)
1,817
3,155
455
(2,304
)
(5,420
)
(10,091
)
6,194
8,698
20,346
83
10,087
3,450
114,312
80,743
56,674
(3,453
)
(478
)
(1,271
)
110,859
80,265
55,403
(294,947
)
(129,540
)
(127,527
)
(20,223
)
(6,587
)
(5,225
)
2,228
2,389
763
10,478
1,450
381
7,500
(15,000
)
(130,850
)
42,000
165,850
(8,189
)
(2,472
)
(4,069
)
(306,351
)
(110,093
)
(95,146
)
541
1,195
(292
)
(305,810
)
(108,898
)
(95,438
)
225,000
(1,000
)
(199,181
)
155,000
20,000
(8,479
)
(4,951
)
3,973
26,554
(7,344
)
13,028
9,040
11,529
2,771
(1,272
)
(628
)
(693
)
172,500
46,487
24,360
4,294
(2,142
)
(82
)
176,794
44,345
24,278
(18,157
)
15,712
(15,757
)
58,719
43,007
58,764
$
40,562
$
58,719
$
43,007
Table of Contents
For the Years Ended December 31, 2006, 2005 and 2004
(Amounts in thousands)
Additional
Other
Total
Common
Paid-in
Retained
Unearned
Comprehensive
Stockholders
Stock
Capital
Earnings
Compensation
Income (Loss)
Equity
$
394
$
639,839
$
285,908
$
(2,704
)
$
(16,644
)
$
906,793
(53,638
)
(53,638
)
(105
)
(105
)
(187
)
(187
)
95
95
(53,835
)
5
11,207
11,212
1,575
1,575
306
306
11
11
935
(935
)
(209
)
209
2,988
2,093
5,081
(1,542
)
(1,542
)
$
399
$
655,110
$
232,270
$
(1,337
)
$
(16,841
)
$
869,601
(33,950
)
(33,950
)
(19
)
(19
)
(2,403
)
(2,403
)
(48
)
(48
)
(36,420
)
4
8,602
8,606
2,185
2,185
434
434
17
17
1,689
(1,689
)
(200
)
200
3,099
1,153
4,252
(108
)
(108
)
$
403
$
670,828
$
198,320
$
(1,673
)
$
(19,311
)
$
848,567
(79,435
)
(79,435
)
(185
)
(185
)
3,145
3,145
576
576
(75,899
)
5
12,504
12,509
3,699
3,699
519
519
(257
)
(257
)
9,321
9,321
(1,673
)
1,673
(433
)
(433
)
$
408
$
694,941
$
118,885
$
$
(16,208
)
$
798,026
Table of Contents
Table of Contents
2006
2005
2004
$
50,323
$
43,467
$
29,926
8,479
4,951
(10,749
)
(2,703
)
(5,464
)
$
39,574
$
49,243
$
29,413
Table of Contents
40 years
20 years
16 years
3-8 years
The shorter of the lease term or
useful life
Table of Contents
2006
2005
$
9,521
$
10,955
7,547
7,676
11,089
9,459
10
939
1,186
$
29,106
$
29,276
$
1,976
$
35
12,064
10,699
4,025
3,401
$
18,065
$
14,135
Table of Contents
2006
2005
$
24,154
$
21,599
44,250
15,273
27,816
26,619
55,400
59,297
26,918
22,807
6,180
6,024
8,163
6,456
29,836
28,465
$
222,717
$
186,540
Table of Contents
Table of Contents
(in thousands, except per share data)
2005
2004
$
(33,950
)
$
(53,638
)
(4,329
)
(3,952
)
$
(38,279
)
$
(57,590
)
$
(0.85
)
$
(1.35
)
$
(0.95
)
$
(1.45
)
$
(0.85
)
$
(1.35
)
$
(0.95
)
$
(1.45
)
Table of Contents
2006
Income
Shares
Per Share
$
(79,435
)
40,569
$
(1.96
)
$
(79,435
)
$
40,569
$
(1.96
)
2005
Loss
Shares
Per Share
$
(33,950
)
40,171
$
(0.85
)
$
(33,950
)
40,171
$
(0.85
)
2004
Loss
Shares
Per Share
$
(53,638
)
39,654
$
(1.35
)
$
(53,638
)
39,654
$
(1.35
)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2006
2005
2004
$
2,320
$
18,212
$
20,830
$
(641
)
$
(1,022
)
$
514
6
1
40
(2,749
)
(44
)
(840
)
(679
)
(4,611
)
555
11
34
20
(115
)
(397
)
235
(19
)
136
1,015
101
(261
)
1,015
(567
)
(4,838
)
1,590
(3,964
)
(2,681
)
637
$
3,397
$
(2,157
)
$
953
Table of Contents
December 31,
December 31,
2006
2005
$
18
$
1,376
10
5,490
644
96
120
28
7,726
773
139
532
3
1,447
$
28
$
9,173
$
578
$
7,802
578
7,802
238
193
238
193
$
816
$
7,995
Table of Contents
Table of Contents
Balance at
Charges and
Balance at
January
1, 2006
Adjustments
Payments
December 31, 2006
$242
$-
$242
$
Balance at
Charges and
Balance at
January 1, 2005
Adjustments
Payments
December 31, 2005
$2,950
$-
$2,708
$242
Balance at
Charges and
Balance at
January 1, 2004
Adjustments
Payments
December 31, 2004
$4,000
$4,117
$5,167
$2,950
2006
2005
$
166,222
$
153,073
1,274,054
1,252,740
437,457
436,738
338,835
99,782
2,216,568
1,942,333
(578,125
)
(538,122
)
$
1,638,443
$
1,404,211
Table of Contents
2006
2005
$
394,913
$
$
$
356,576
79,521
70,181
1,631
2,538
3,336
$
84,488
$
429,295
Table of Contents
2006
2005
2004
$
2,075,865
$
1,090,160
$
932,443
729,775
425,418
344,361
75,326
5,214
18,579
2006
2005
$
705,676
$
375,192
608,201
280,507
534,287
233,095
548,500
396,052
Table of Contents
Table of Contents
Table of Contents
2006
2005
$
175,000
$
20,000
350,000
350,000
225,000
225,000
(2,320
)
(1,829
)
4,000
5,000
3,926
2,129
755,606
600,300
(2,034
)
(1,825
)
$
753,572
$
598,475
$
1,000
1,000
1,000
176,000
575,000
$
754,000
Table of Contents
$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
Companys 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.
As of November 20, 2003, the $79.2 million together with $8.2 million of the available
cash, was used to repay (i) ResortQuests senior notes and its credit facility, the
principal amount of which aggregated $85.1 million at closing, and (ii) a related
prepayment penalty.
Table of Contents
the Company must maintain a consolidated leverage ratio of not greater than (i) 7.00 to
1.00 for calendar quarters ending during calendar year 2007, and (ii) 6.25 to 1.00 for all
other calendar quarters ending during the term of the credit facility, which levels are
subject to increase to 7.25 to 1.00 and 7.00 to 1.00, respectively, for three (3)
consecutive quarters at the Companys option if the Company makes a leverage ratio
election.
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 its subsidiaries in
connection with any equity issuance.
the Company must maintain a minimum consolidated fixed charge coverage ratio of not less
than (i) 1.50 to 1.00 for any reporting calendar quarter during which the leverage ratio
election is effective; and (ii) 2.00 to 1.00 for all other 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.
the Companys investments in entities which are not wholly-owned subsidiaries (other
than any such investment in any subsidiary of the Company in existence as of March 10,
2005) may not exceed an amount equal to ten percent (10.0%) of the Companys consolidated
total assets.
Table of Contents
2006
2005
2004
$
97
$
(88
)
$
253
82
117
(84
)
(24
)
155
29
169
(5,847
)
(15,499
)
(28,451
)
(7,152
)
186
(11,649
)
(25
)
(12,999
)
(15,313
)
(40,125
)
399
$
(12,445
)
$
(15,284
)
$
(39,956
)
2006
2005
2004
35
%
35
%
35
%
7
%
-1
%
8
%
-27
%
0
%
0
%
-2
%
-2
%
-1
%
13
%
32
%
42
%
Table of Contents
2006
2005
$
21,723
$
21,826
6,103
8,489
3,137
3,942
65,058
58,783
13,320
10,565
83,730
68,301
10,472
10,081
7,538
6,501
211,081
188,488
(16,268
)
(15,245
)
194,813
173,243
10,609
23,321
124,576
103,521
206,802
211,504
5,991
3,688
347,978
342,034
$
153,165
$
168,791
Table of Contents
2006
2005
2004
25.1% - 30.8
%
31.7% - 34.9
%
34.7% - 36.2
%
30.1
%
34.6
%
35.1
%
4.1 - 4.6
4.6 - 5.3
4.2 - 4.5
4.3% - 5.0
%
3.8% - 4.4
%
2.9% - 3.7
%
Table of Contents
2006
2005
2004
Weighted
Weighted
Weighted
Average
Average
Average
Number of
Exercise
Number of
Exercise
Number of
Exercise
Shares
Price
Shares
Price
Shares
Price
3,757,855
$
28.17
3,586,551
$
25.75
3,743,029
$
24.88
586,740
43.43
643,520
40.55
559,114
29.50
(487,339
)
25.49
(348,220
)
24.72
(484,730
)
23.13
(106,700
)
37.97
(123,996
)
32.17
(230,862
)
26.20
3,750,556
30.75
3,757,855
28.17
3,586,551
25.75
2,494,723
26.92
2,419,341
26.19
2,033,331
26.49
Weighted
Average
Grant-Date
Restricted Stock Awards
Shares
Fair Value
74,035
$
33.78
42,000
43.99
(26,800
)
30.54
(4,335
)
36.06
84,900
38.14
Table of Contents
Weighted
Average
Grant-Date
PARSUP Awards
Shares
Fair Value
583,500
$
22.22
17,500
44.24
(80,000
)
22.77
521,000
22.87
2006
2005
$
3,290
$
2,596
898
2,290
(2,424
)
(2,071
)
$
1,764
$
2,815
$
1,034
$
825
2,892
1,304
$
3,926
$
2,129
Table of Contents
Capital
Operating
Leases
Leases
$
1,179
$
12,055
1,024
10,579
675
8,829
524
7,151
869
6,391
660,333
4,271
$
705,338
(345
)
3,926
(1,034
)
$
2,892
Table of Contents
Table of Contents
Prior to Adopting
Effect of Adopting
As
Statement 158 for
Statement 158 for
Reported at
Retirement Plans
Retirement Plans
December 31, 2006
222,110
607
222,717
87,269
(744
)
86,525
96,488
49
96,537
(16,295
)
87
(16,208
)
Table of Contents
2006
2005
$
75,771
$
69,936
4,059
4,067
(1,264
)
6,453
(5,603
)
(4,685
)
72,963
75,771
52,838
48,001
4,018
5,423
4,344
4,099
(5,603
)
(4,685
)
55,597
52,838
(17,366
)
(22,933
)
27,077
(27,077
)
518
757
$
(16,848
)
$
(22,176
)
2006
2005
2004
$
4,059
$
4,067
$
4,057
(4,232
)
(3,839
)
(3,418
)
2,621
2,417
2,509
1,569
$
4,017
$
2,645
$
3,148
2006
2005
5.75
%
5.50
%
N/A
N/A
9/30/2006
9/30/2005
Table of Contents
2006
2005
5.50
%
6.00
%
N/A
N/A
8.00
%
8.00
%
9/30/2006
9/30/2005
Asset Category
2006
2005
61
%
63
%
35
%
35
%
4
%
2
%
100
%
100
%
Asset Category
Target
60
%
35
%
5
%
100
%
Table of Contents
$
5,470
2,265
2,441
2,836
2,799
20,323
$
36,134
Prior to Adopting
Effect of Adopting
Statement 158 for
Statement 158 for
As
Postretirement
Postretirement
Reported at
Benefit Plans
Benefit Plans
December 31, 2006
221,744
973
222,717
86,685
(160
)
86,525
96,830
(293
)
96,537
(15,688
)
(520
)
(16,208
)
Table of Contents
2006
2005
$
19,256
$
13,643
191
209
1,031
791
930
5,657
(1,161
)
(1,044
)
20,247
19,256
(1,350
)
1,076
1,615
$
20,247
$
20,597
2006
2005
2004
$
191
$
209
$
300
1,031
791
937
(502
)
(422
)
(979
)
(999
)
(999
)
(244
)
(244
)
(244
)
$
(1
)
$
(745
)
$
(428
)
2006
2005
5.75
%
5.50
%
9/30/2006
9/30/2005
2006
2005
5.50
%
6.00
%
9/30/2006
9/30/2005
Table of Contents
$
973
1,035
1,137
1,175
1,260
7,046
$
12,626
$
(31
)
(136
)
(328
)
$
(495
)
Table of Contents
Balance as of
Purchase
Balance as of
January 1,
Impairment
Accounting
December 31,
2006
Losses
Acqusitions
Adjustments
2006
$
$
$
$
$
6,915
6,915
170,641
(85,736
)
(4,489
)
80,416
$
177,556
$
(85,736
)
$
$
(4,489
)
$
87,331
Balance as of
Purchase
Balance as of
January 1,
Impairment
Accounting
December 31,
2005
Losses
Acquisitions
Adjustments
2005
$
$
$
$
$
6,915
6,915
155,345
14,917
379
170,641
$
162,260
$
$
14,917
$
379
$
177,556
Table of Contents
$
4,793
4,793
4,792
4,399
2,058
$
20,835
Table of Contents
Table of Contents
2006
2005
2004
$
263,907
$
105,536
$
118,698
2,153
2,538
3,326
13,067
14,036
2,044
15,820
7,430
3,459
$
294,947
$
129,540
$
127,527
2006
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
241,611
$
235,116
$
231,907
$
239,288
21,293
21,308
21,686
21,553
21,607
12,241
7,133
(109,427
)
15,487
3,178
2,620
(116,562
)
4,197
8,867
(3,127
)
(22,382
)
11,290
(5,689
)
5,747
(94,180
)
1,869
528
564
436
13,159
(5,161
)
6,311
(93,744
)
0.33
(0.13
)
0.16
(2.30
)
0.32
(0.13
)
0.15
(2.30
)
2005
First
Second
Third
Fourth
Quarter
Quarter
Quarter
Quarter
$
213,470
$
224,472
$
207,951
$
220,646
20,929
20,195
20,899
21,180
10,749
14,111
310
(4,536
)
(14,367
)
1,300
(14,227
)
(19,783
)
(5,233
)
1,246
(4,753
)
(6,544
)
(9,134
)
54
(9,474
)
(13,239
)
277
(465
)
(2,143
)
174
(8,857
)
(411
)
(11,617
)
(13,065
)
(0.22
)
(0.01
)
(0.29
)
(0.32
)
(0.22
)
(0.01
)
(0.29
)
(0.32
)
Table of Contents
Three Months Ended
March 31,
2006
2005
$
(544
)
$
(543
)
(9
)
(8
)
(91
)
(138
)
(91
)
(138
)
(11
)
(50
)
(80
)
(88
)
80
88
Table of Contents
Table of Contents
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In thousands)
$
81,541
$
914,982
$
$
(48,601
)
$
947,922
24,920
594,102
(567
)
618,455
48,628
145,683
(122
)
194,189
47,912
(47,912
)
7,174
7,174
110,710
110,710
5,976
69,200
75,176
1,744
8,920
10,664
273
(68,719
)
(68,446
)
(84,310
)
(61,829
)
(5,772
)
80,192
(71,719
)
68,854
6,570
7,903
(80,192
)
3,135
38,337
38,337
(16,618
)
(16,618
)
(1,687
)
12,252
10,565
3,849
5,620
9,469
10,385
(120,045
)
14,383
(95,277
)
(5,376
)
(13,302
)
6,233
(12,445
)
95,196
(95,196
)
(79,435
)
(106,743
)
8,150
95,196
(82,832
)
3,194
203
3,397
$
(79,435
)
$
(103,549
)
$
8,353
$
95,196
$
(79,435
)
Table of Contents
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In thousands)
$
84,471
$
835,289
$
$
(53,221
)
$
866,539
22,986
565,882
(17,374
)
571,494
39,566
146,786
(149
)
186,203
35,698
(35,698
)
5,005
5,005
5,427
67,193
72,620
1,403
9,180
10,583
15,089
5,545
20,634
(77,433
)
(58,357
)
(5,476
)
68,097
(73,169
)
60,269
2,874
7,432
(68,097
)
2,478
(41,554
)
(41,554
)
35,705
35,705
158
2,011
2,169
5,256
1,404
6,660
(2,668
)
(48,376
)
3,967
(47,077
)
(2,216
)
(14,645
)
1,577
(15,284
)
33,498
(33,498
)
(33,950
)
(33,731
)
2,390
33,498
(31,793
)
(2,245
)
88
(2,157
)
$
(33,950
)
$
(35,976
)
$
2,478
$
33,498
$
(33,950
)
Table of Contents
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In thousands)
$
77,723
$
699,647
$
$
(48,747
)
$
728,623
23,750
468,529
(14,055
)
478,224
39,220
132,440
171,660
34,692
(34,692
)
14,205
14,205
1,212
1,212
196
196
5,499
63,229
68,728
2,038
6,877
8,915
7,020
(21,537
)
(14,517
)
(56,535
)
(67,033
)
(5,588
)
74,092
(55,064
)
59,162
8,611
7,820
(74,092
)
1,501
(87,914
)
(87,914
)
56,533
56,533
3,825
3,825
2,960
(1,871
)
1,089
(18,774
)
(81,830
)
6,057
(94,547
)
(10,848
)
(31,803
)
2,695
(39,956
)
45,712
(45,712
)
(53,638
)
(50,027
)
3,362
45,712
(54,591
)
333
620
953
$
(53,638
)
$
(49,694
)
$
3,982
$
45,712
$
(53,638
)
Table of Contents
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(in thousands)
$
28,875
$
11,687
$
$
$
40,562
1,223
14,492
15,715
394,913
394,913
559
38,899
39,458
207,428
207,428
10,461
10,461
6,155
23,077
(126
)
29,106
1,224,698
161,399
(1,386,097
)
28
28
1,874,312
88,183
161,399
(1,386,223
)
737,671
96,247
1,542,196
1,638,443
22,688
22,688
87,331
87,331
1,480
26,774
28,254
338,465
21,714
79,521
(355,212
)
84,488
15,579
15,579
6,667
11,398
18,065
$
2,332,750
$
1,800,284
$
240,920
$
(1,741,435
)
$
2,632,519
$
1,351
$
683
$
$
$
2,034
613,054
613,054
41,177
181,831
(291
)
222,717
94,297
(37,130
)
(539
)
56,628
1,512,208
(126,111
)
(1,386,097
)
53
525
578
749,879
1,657,645
(126,125
)
(1,386,388
)
895,011
751,168
2,404
753,572
(19,673
)
110,967
5,243
96,537
2,610
2,610
51,291
35,069
165
86,525
241
(3
)
238
408
2,387
2
(2,389
)
408
694,941
397,234
168,434
(565,668
)
694,941
118,885
(406,214
)
193,369
212,845
118,885
(16,759
)
551
(16,208
)
797,475
(6,042
)
361,805
(355,212
)
798,026
$
2,332,750
$
1,800,284
$
240,920
$
(1,741,435
)
$
2,632,519
Table of Contents
Table of Contents
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In thousands)
$
(162,580
)
$
276,892
$
$
$
114,312
(3,453
)
(3,453
)
(162,580
)
273,439
110,859
(15,554
)
(279,393
)
(294,947
)
(6,587
)
(6,587
)
2,228
2,228
763
763
381
381
(4,087
)
(4,102
)
(8,189
)
(19,641
)
(286,710
)
(306,351
)
541
541
(19,641
)
(286,169
)
(305,810
)
(1,000
)
(1,000
)
155,000
155,000
(22
)
3,995
3,973
13,028
13,028
2,771
2,771
(438
)
(834
)
(1,272
)
169,339
3,161
172,500
4,294
4,294
169,339
7,455
176,794
(12,882
)
(5,275
)
(18,157
)
41,757
16,962
58,719
$
28,875
$
11,687
$
$
$
40,562
Table of Contents
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
(In thousands)
$
(42,733
)
$
130,447
$
(6,971
)
$
$
80,743
51
(529
)
(478
)
(42,733
)
130,498
(7,500
)
80,265
(8,777
)
(120,763
)
(129,540
)
(20,223
)
(20,223
)
(5,225
)
(5,225
)
2,389
2,389
5,967
4,511
10,478
7,500
7,500
(15,000
)
(15,000
)
42,000
42,000
(878
)
(1,594
)
(2,472
)
23,312
(140,905
)
7,500
(110,093
)
1,195
1,195
23,312
(139,710
)
7,500
(108,898
)
20,000
20,000
(8,479
)
(8,479
)
1,245
25,309
26,554
9,040
9,040
(339
)
(289
)
(628
)
21,467
25,020
46,487
(2,142
)
(2,142
)
21,467
22,878
44,345
2,046
13,666
15,712
39,711
3,296
43,007
$
41,757
$
16,962
$
$
$
58,719
Table of Contents
Non-
Issuer
Guarantors
Guarantors
Eliminations
Consolidated
$
(277,202
)
$
333,055
$
821
$
$
56,674
(450
)
(821
)
(1,271
)
(277,202
)
332,605
55,403
(5,567
)
(121,960
)
(127,527
)
1,450
1,450
(130,850
)
(130,850
)
165,850
165,850
(266
)
(3,803
)
(4,069
)
29,167
(124,313
)
(95,146
)
(292
)
(292
)
29,167
(124,605
)
(95,438
)
225,000
225,000
(199,181
)
(199,181
)
(4,758
)
(193
)
(4,951
)
2,205
(9,549
)
(7,344
)
11,529
11,529
(643
)
(50
)
(693
)
233,333
(208,973
)
24,360
(82
)
(82
)
233,333
(209,055
)
24,278
(14,702
)
(1,055
)
(15,757
)
54,413
4,351
58,764
$
39,711
$
3,296
$
$
$
43,007
Table of Contents
/s/ ERNST & YOUNG LLP
February 28, 2007
Table of Contents
(Amounts in Thousands)
Balance at
Additions Charged To
Balance
Beginning
Costs and
Other
at End
of Period
Expenses
Accounts
Deductions
of Period
162
19
23
158
192
74
266
$
354
$
93
$
$
289
$
158
Table of Contents
(Amounts in Thousands)
Balance at
Additions Charged To
Balance
Beginning
Costs and
Other
at End
of Period
Expenses
Accounts
Deductions
of Period
$
14
$
(13
)
$
$
1
$
107
107
121
(13
)
108
190
28
162
840
648
192
190
840
676
354
$
311
$
827
$
$
784
$
354
Table of Contents
(Amounts in Thousands)
Balance at
Additions Charged To
Balance
Beginning
Costs and
Other
at End
of Period
Expenses
Accounts
Deductions
of Period
$
195
$
(82
)
$
$
99
$
14
94
278
265
107
289
196
364
121
216
99
125
190
$
505
$
196
$
99
$
489
$
311
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
2.1
3.1
3.2
3.3
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10*
4.11
4.12
4.13
4.14*
10.1
10.2
10.3
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15#
10.16#
10.17*#
10.18#
10.19#
10.20#
10.21#
10.22#
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
10.23#
10.24#
10.25#
10.26#
10.27#
10.28#
10.29#
10.30*#
10.31*#
10.32#
10.33#
10.34#
10.35#
10.36#
10.37*#
10.38#
10.39*#
10.40*#
10.41*#
10.42*#
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
10.43*#
21*
23.1*
31.1*
31.2*
32.1*
32.2*
*
Filed herewith.
As directed by Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this exhibit
are omitted from this filing. The Company agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the SEC upon request.
#
Management contract or compensatory plan or arrangement.
2
3
4
5
GAYLORD FINANCE, INC.
GAYLORD DESTIN RESORTS, LLC GRAND OLE OPRY, LLC GAYLORD HOTELS, INC. (as successor by statutory conversion to Gaylord Hotels, LLC) OPRYLAND ATTRACTIONS, LLC (as successor by statutory conversion to Opryland Attractions, Inc.) |
||||
By: | /s/ David C. Kloeppel | |||
Name: | David C. Kloeppel | |||
Title: | Executive Vice President | |||
GAYLORD ENTERTAINMENT COMPANY
|
||||
By: | /s/ David C. Kloeppel | |||
Name: | David C. Kloeppel | |||
Title: | Executive Vice President and Chief Financial Officer | |||
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE |
||||
By: | /s/ Raymond S. Haverstock | |||
Name: | Raymond S. Haverstock | |||
Title: | Vice President |
S-1
1. | Gaylord Finance, Inc. (Delaware) | |
2. | Gaylord Destin Resorts, LLC (Delaware) | |
3. | Grand Ole Opry, LLC (Delaware) | |
4. | Gaylord Hotels, Inc.* (Delaware) |
* | Successor by statutory conversion to Gaylord Hotels, LLC (Delaware) |
5. | Opryland Attractions, LLC* (Delaware) |
* | Successor by statutory conversion to Opryland Attractions, Inc. (Delaware) |
2
3
4
5
GAYLORD FINANCE, INC.
GAYLORD DESTIN RESORTS, LLC GRAND OLE OPRY, LLC GAYLORD HOTELS, INC. (as successor by statutory conversion to Gaylord Hotels, LLC) OPRYLAND ATTRACTIONS, LLC (as successor by statutory conversion to Opryland Attractions, Inc.) |
||||
By: | /s/ David C. Kloeppel | |||
Name: | David C. Kloeppel | |||
Title: | Executive Vice President | |||
GAYLORD ENTERTAINMENT COMPANY
|
||||
By: | /s/ David C. Kloeppel | |||
Name: | David C. Kloeppel | |||
Title: | Executive Vice President and Chief Financial Officer | |||
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE |
||||
By: | /s/ Raymond S. Haverstock | |||
Name: | Raymond S. Haverstock | |||
Title: | Vice President |
S-1
1. | Gaylord Finance, Inc. (Delaware) | |
2. | Gaylord Destin Resorts, LLC (Delaware) | |
3. | Grand Ole Opry, LLC (Delaware) | |
4. | Gaylord Hotels, Inc.* (Delaware) | |
* | Successor by statutory conversion to Gaylord Hotels, LLC (Delaware) |
5. | Opryland Attractions, LLC* (Delaware) | |
* | Successor by statutory conversion to Opryland Attractions, Inc. (Delaware) |
1. | Section 4(c) of the Plan is amended to read as follows: |
2
1 | For purposes of this Agreement, the term gross misconduct shall mean an intentional act of fraud or embezzlement, intentional wrongful damage to property of GEC, or intentional wrongful disclosure of material confidential information of GEC. No act or failure to act on the part of the Key Employee shall be deemed intentional unless determined by a final judicial decision to be done, or omitted to be done, by Key Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of GEC. |
3
4
5
6
7
8
9
10
GAYLORD ENTERTAINMENT COMPANY | KEY EMPLOYEE | |||||
By: |
/s/ Colin Reed
Chief Executive Officer One Gaylord Drive Nashville, TN 37214 |
By: |
/s/ Carter R. Todd
200 Scotland Place Nashville, TN 37205 |
11
(i) | there is a reduction in Executives salary under Section 3(a), a reduction in Executives benefits, or a material change in Executives status, working conditions or management responsibilities; | ||
(ii) | Executive is required to relocate his residence more than 100 miles from his city of employment; | ||
(iii) | there is any adverse change by Company in the Executives position or title in effect immediately prior to such Change of Control, whether or not any such change has been approved by a majority of the members of the Board; or | ||
(iv) | the assignment to Executive, over his reasonable objection, of any duties materially inconsistent with his status immediately prior to such Change of Control or a substantial adverse alteration in the nature of his responsibilities, |
2
GAYLORD ENTERTAINMENT COMPANY
|
||||
By: | /s/ Colin Reed | |||
Title: CEO | ||||
EXECUTIVE | ||||
By: | /s/ Carter R. Todd | |||
Carter R. Todd | ||||
3
RETAINERS | 2007 | |||
Board retainer
|
$ | 50,000 | ||
Audit chair retainer
|
$ | 15,000 | ||
Audit member retainer
|
$ | 10,000 | ||
Human Resources/Nominating and Corporate Governance chair retainer
|
$ | 12,500 | ||
Human Resources/Nominating and Corporate Governance member retainer
|
$ | 7,500 |
FISCAL 2006 | ||||||||
EXECUTIVE OFFICER | 2007 SALARY | BONUS AMOUNT | ||||||
Colin V. Reed
|
$ | 865,280 | $ | 1,226,508.61 | ||||
David C. Kloeppel
|
$ | 525,000 | $ | 550,420.91 | ||||
John Caparella
|
$ | 425,000 | $ | 277,654.14 | ||||
Mark Fioravanti
|
$ | 250,000 | $ | 0 | ||||
Carter R. Todd
|
$ | 280,000 | $ | 200,630.14 |
FISCAL 2007 | ||||
EXECUTIVE OFFICER | BONUS TARGET | |||
Colin V. Reed
|
100 | % | ||
David C. Kloeppel
|
75 | % | ||
John Caparella
|
60 | % | ||
Mark Fioravanti
|
45 | % | ||
Carter R. Todd
|
50 | % |
1. | Section 4.2 of the Plan is amended to read as follows: |
2. | Section 14.3 of the Plan is amended to read as follows: |
2
3
|
To the Company: |
Gaylord Entertainment Company
One Gaylord Drive Nashville, Tennessee 37214 Attn: Carter R. Todd, Senior Vice President |
||
|
||||
|
To the Grantee: | The address then maintained with respect to the Grantee in the Companys records. |
4
GAYLORD ENTERTAINMENT COMPANY | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
||||||
GRANTEE: | ||||||
|
||||||
Print Name | ||||||
|
||||||
Signature |
5
2
3
To the Company:
|
Gaylord Entertainment Company
One Gaylord Drive Nashville, Tennessee 37214 Attn: Carter R. Todd, Senior Vice President |
||
|
|||
To the Optionee:
|
The address then maintained with respect to the Optionee in the Companys records. |
4
GAYLORD ENTERTAINMENT COMPANY | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
||||||
Optionee: | ||||||
|
||||||
Print Name | ||||||
|
||||||
Signature |
5
2
3
|
To the Company: |
Gaylord Entertainment Company
One Gaylord Drive Nashville, Tennessee 37214 Attn: Carter R. Todd, Senior Vice President |
||
|
||||
|
To the Optionee: | The address then maintained with respect to the Optionee in the Companys records. |
4
5
GAYLORD ENTERTAINMENT COMPANY | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
||||||
Optionee: | ||||||
|
||||||
Print Name | ||||||
|
||||||
Signature |
6
2
To the Company:
|
Gaylord Entertainment Company | |
|
One Gaylord Drive | |
|
Nashville, Tennessee 37214 | |
|
Attn: Carter R. Todd, Senior Vice President | |
|
||
To the Grantee:
|
The address then maintained with respect to the Grantee in the Companys records. |
3
GAYLORD ENTERTAINMENT COMPANY
|
||||
By: | ||||
Carter R. Todd, Senior Vice President | ||||
GRANTEE:
|
||||
Print Name | ||||
Signature | ||||
4
Subsidiary Name
Jurisdiction of Organization
Delaware
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maryland
Delaware
Tennessee
Delaware
Tennessee
Delaware
Delaware
Tennessee
Delaware
Florida
Delaware
Delaware
Tennessee
Delaware
Tennessee
Delaware
Florida
Colorado
Delaware
North Carolina
North Carolina
South Carolina
Delaware
Delaware
Delaware
Colorado
Colorado
Delaware
Delaware
Delaware
Delaware
South Carolina
Colorado
Delaware
British Columbia, Canada
Delaware
Colorado
British Columbia, Canada
North Carolina
Florida
Hawaii
Utah
Tennessee
Delaware
Delaware
Hawaii
Subsidiary Name
Jurisdiction of Organization
Delaware
Delaware
Florida
Florida
Delaware
Florida
Hawaii
Mississippi
Delaware
Delaware
Georgia
Colorado
Colorado
British Columbia, Canada
Delaware
Delaware
Delaware
Hawaii
Massachusetts
Delaware
Delaware
British Columbia, Canada
Delaware
Colorado
Colorado
Florida
Florida
Delaware
Delaware
Georgia
Delaware
Canada (Federal)
British Columbia, Canada
Canada (Federal)
/s/ ERNST & YOUNG LLP | ||||
Date: February 28, 2007 | By: | /s/ Colin V. Reed | ||
Colin V. Reed | ||||
Chairman of the Board of Directors,
President and Chief Executive Officer |
Date: February 28, 2007 | By: | /s/ David C. Kloeppel | ||
David C. Kloeppel | ||||
Executive Vice President and Chief
Financial Officer |
/s/ Colin V. Reed | ||||
Colin V. Reed | ||||
Chairman of the Board of Directors,
President and Chief Executive Officer
February 28, 2007 |
||||
/s/ David C. Kloeppel | |||
David C. Kloeppel | |||
Executive Vice President and
Chief Financial Officer
February 28, 2007 |