1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 Commission file number 1-13079 GAYLORD ENTERTAINMENT COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 73-0664379 - ----------------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Gaylord Drive Nashville, Tennessee 37214 - ----------------------------------- -------------------------------- (Address of principal (Zip Code) executive offices) (615) 316-6000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding as of April 30, 1998 ----- -------------------------------- Common Stock, $.01 par value 32,806,085 shares
2 GAYLORD ENTERTAINMENT COMPANY FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1998 INDEX <TABLE> <CAPTION> PAGE NO. -------- <S> <C> Part I - Financial Information Item 1. Financial Statements Condensed Consolidated Statements of Income - For the Three Months Ended March 31, 1998 and 1997 3 Condensed Consolidated Balance Sheets - March 31, 1998 and December 31, 1997 4 Condensed Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 1998 and 1997 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 Part II - Other Information Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 </TABLE> 2
3 PART I - FINANCIAL INFORMATION ITEM 1. - FINANCIAL STATEMENTS GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) <TABLE> <CAPTION> 1998 1997 --------- --------- <S> <C> <C> Revenues $ 108,021 $ 185,068 Operating expenses: Operating costs 66,356 115,901 Selling, general and administrative 31,373 41,509 Depreciation and amortization 9,830 12,539 --------- --------- Operating income 462 15,119 Interest expense (6,896) (7,582) Interest income 6,420 5,781 Other gains (losses) 3,328 (458) --------- --------- Income before provision for income taxes 3,314 12,860 Provision for income taxes 1,275 4,244 --------- --------- Income before cumulative effect of accounting change 2,039 8,616 Cumulative effect of accounting change, net of taxes -- (7,537) --------- --------- Net income $ 2,039 $ 1,079 ========= ========= Income per share: Income before cumulative effect of accounting change $ 0.06 $ 0.27 Cumulative effect of accounting change, net of taxes -- (0.24) --------- --------- Net income $ 0.06 $ 0.03 ========= ========= Income per share - assuming dilution: Income before cumulative effect of accounting change $ 0.06 $ 0.27 Cumulative effect of accounting change, net of taxes -- (0.24) --------- --------- Net income $ 0.06 $ 0.03 ========= ========= Dividends per share $ 0.15 $ 0.30 ========= ========= </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements. 3
4 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 31, 1998 AND DECEMBER 31, 1997 (UNAUDITED) (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) <TABLE> <CAPTION> March 31, December 31, ASSETS 1998 1997 ----------- ---------- <S> <C> <C> Current assets: Cash $ 9,094 $ 8,712 Trade receivables, less allowance of $4,271 and $4,031, respectively 79,136 82,152 Inventories 23,825 23,206 Other assets 34,124 37,311 ----------- ---------- Total current assets 146,179 151,381 ----------- ---------- Property and equipment, net of accumulated depreciation 559,372 550,267 Intangible assets, net of accumulated amortization 83,891 84,419 Investments 78,639 73,991 Long-term notes and interest receivable 236,730 233,112 Other assets 26,518 24,392 ----------- ---------- Total assets $ 1,131,329 $1,117,562 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 1,125 $ -- Accounts payable and accrued liabilities 99,433 127,694 ----------- ---------- Total current liabilities 100,558 127,694 ----------- ---------- Long-term debt 434,531 388,397 Deferred income taxes 33,853 32,579 Other liabilities 41,642 42,710 Minority interest 9,750 9,958 Commitments and contingencies Stockholders' equity: Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding -- -- Common stock, $.01 par value, 150,000 shares authorized, 32,805 and 32,741 shares issued and outstanding, respectively 328 327 Additional paid-in capital 500,342 498,504 Retained earnings 13,948 16,837 Other stockholders' equity (3,623) 556 ----------- ---------- Total stockholders' equity 510,995 516,224 ----------- ---------- Total liabilities and stockholders' equity $ 1,131,329 $1,117,562 =========== ========== </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements. 4
5 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 (UNAUDITED) (AMOUNTS IN THOUSANDS) <TABLE> <CAPTION> 1998 1997 -------- --------- <S> <C> <C> Cash Flows from Operating Activities: Net income $ 2,039 $ 1,079 Amounts to reconcile net income to net cash flows used in operating activities: Cumulative effect of accounting change, net of taxes -- 7,537 Depreciation and amortization 9,830 12,539 Deferred income taxes 1,275 4,254 Noncash interest income (6,235) (5,567) Changes in: Trade receivables 3,016 (9,680) Accounts payable and accrued liabilities (26,692) 1,208 Other assets and liabilities (6,468) (23,130) -------- --------- Net cash flows used in operating activities (23,235) (11,760) -------- --------- Cash Flows from Investing Activities: Purchases of property and equipment (8,078) (13,576) Proceeds from sale of property and equipment 6,004 -- Purchase of Word Entertainment -- (119,702) Investments in, advances to and distributions from affiliates (9,847) (1,226) Other investing activities 3,463 (6,917) -------- --------- Net cash flows used in investing activities (8,458) (141,421) -------- --------- Cash Flows from Financing Activities: Repayment of long-term debt (702) (38,808) Proceeds from issuance of long-term debt 500 420 Net borrowings under revolving credit agreements 36,952 195,289 Proceeds from exercise of stock options 253 529 Dividends paid (4,928) (9,642) -------- --------- Net cash flows provided by financing activities 32,075 147,788 -------- --------- Net change in cash 382 (5,393) Cash, beginning of period 8,712 13,720 -------- --------- Cash, end of period $ 9,094 $ 8,327 ======== ========= </TABLE> The accompanying notes are an integral part of these condensed consolidated financial statements. 5
6 GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (DOLLARS IN THOUSANDS) 1. BASIS OF PRESENTATION The condensed consolidated financial statements include the accounts of Gaylord Entertainment Company and subsidiaries (the "Company") and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the financial information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. 2. INCOME PER SHARE The Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share", during 1997. SFAS No. 128 establishes standards for computing and presenting earnings per share. Under the standards established by SFAS No. 128, earnings per share is measured at two levels: basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding after considering the additional dilution related to stock options. The weighted average number of common shares outstanding is calculated as follows for the three months ended March 31: <TABLE> <CAPTION> 1998 1997 ------ ------ <S> <C> <C> Weighted average shares outstanding 32,798 32,131 Effect of dilutive stock options 401 356 ------ ------ Weighted average shares outstanding - assuming dilution 33,199 32,487 ====== ====== </TABLE> 3. COMPREHENSIVE INCOME In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income", effective for fiscal years beginning after December 15, 1997. SFAS No. 130 requires that changes in the amounts of certain items, including gains and losses on certain securities, be shown in the financial statements. The Company adopted the provisions of SFAS No. 130 on January 1, 1998. The Company's comprehensive income is substantially equivalent to net income for the three months ended March 31, 1998 and 1997. 6
7 4. FINANCIAL REPORTING BY BUSINESS SEGMENTS: <TABLE> <CAPTION> THREE MONTHS ENDED MARCH 31, ---------------------------- 1998 1997 --------- --------- <S> <C> <C> Revenues: Hospitality and attractions $ 61,441 $ 57,304 Broadcasting and music 43,440 44,702 Cable networks 3,140 83,062 --------- --------- Total $ 108,021 $ 185,068 ========= ========= Depreciation and amortization: Hospitality and attractions $ 6,687 $ 6,583 Broadcasting and music 1,641 1,878 Cable networks 441 3,333 Corporate 1,061 745 --------- --------- Total $ 9,830 $ 12,539 ========= ========= Operating income: Hospitality and attractions $ 3,764 $ 1,408 Broadcasting and music 5,463 1,939 Cable networks (3,058) 17,603 Corporate (5,707) (5,831) --------- --------- Total $ 462 $ 15,119 ========= ========= </TABLE> 7
8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS SEGMENTS The Company operates in the following business segments: hospitality and attractions; broadcasting and music; and cable networks. The hospitality and attractions segment primarily consists of the Opryland Hotel in Nashville, Tennessee and other Nashville-based attractions. The broadcasting and music segment includes the Company's television station, radio stations, music publishing business, and Word Entertainment ("Word"), the Company's contemporary Christian music company. The cable networks segment primarily consists of CMT International, a country music video cable network operated in Latin America and the Pacific Rim. CMT International ceased its European operations on March 31, 1998. The Company's unallocated corporate expenses are reported separately. RESULTS OF OPERATIONS The following table contains unaudited selected summary financial data for the three month periods ended March 31, 1998 and 1997 (amounts in thousands). The Nashville Network ("TNN"), the United States and Canadian operations of Country Music Television ("CMT") and certain other related businesses (collectively, the "Cable Networks Business") formerly owned by the Company were acquired by CBS Corporation (the "CBS Merger") on October 1, 1997. The unaudited selected summary pro forma financial data is presented as if the CBS Merger had occurred on January 1, 1997. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues. <TABLE> <CAPTION> Three Months Ended March 31, -------------------------------------------------------------------- Actual Actual Pro Forma 1998 % 1997 % 1997 % --------- ------ --------- ------ --------- ------ <S> <C> <C> <C> <C> <C> <C> Revenues: Hospitality and attractions $ 61,441 56.9 $ 57,304 31.0 $ 57,304 54.5 Broadcasting and music 43,440 40.2 44,702 24.1 44,702 42.5 Cable networks 3,140 2.9 83,062 44.9 3,100 3.0 --------- ------ --------- ------ --------- ------ Total revenues 108,021 100.0 185,068 100.0 105,106 100.0 --------- ------ --------- ------ --------- ------ Operating expenses: Operating costs 66,356 61.4 115,901 62.6 70,541 67.1 Selling, general & administrative 31,373 29.1 41,509 22.4 31,461 29.9 Depreciation and amortization: Hospitality and attractions 6,687 6,583 6,583 Broadcasting and music 1,641 1,878 1,878 Cable networks 441 3,333 521 Corporate 1,061 745 745 --------- ------ --------- ------ --------- ------ Total depreciation and amortization 9,830 9.1 12,539 6.8 9,727 9.3 --------- ------ --------- ------ --------- ------ Total operating expenses 107,559 99.6 169,949 91.8 111,729 106.3 --------- ------ --------- ------ --------- ------ Operating income: Hospitality and attractions 3,764 6.1 1,408 2.5 1,408 2.5 Broadcasting and music 5,463 12.6 1,939 4.3 1,939 4.3 Cable networks (3,058) -- 17,603 21.2 (4,139) -- Corporate (5,707) -- (5,831) -- (5,831) -- --------- ------ --------- ------ --------- ------ Total operating income $ 462 0.4 $ 15,119 8.2 $ (6,623) -- ========= ====== ========= ====== ========= ====== </TABLE> 8
9 THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997 Revenues Total Revenues - Total revenues decreased $77.0 million, or 41.6%, to $108.0 million in the first three months of 1998. On a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997, total revenues would have increased $2.9 million, or 2.8%, during the first three months of 1998. This increase results primarily from increased revenues from the Opryland Hotel, increased revenues from Dallas area television station KTVT, and increased revenues from Word, offset in part by decreased revenues resulting primarily from the June 1997 sale of television station KSTW. Hospitality and Attractions - Revenues in the hospitality and attractions segment increased $4.1 million, or 7.2%, to $61.4 million in the first three months of 1998. Opryland Hotel revenues increased $3.8 million, or 7.7%, to $52.6 million in the first three months of 1998 principally because of increases in the occupancy rate and the average guest room rate. The hotel's occupancy rate increased to 78.4% in the first three months of 1998 compared to 78.1% in the first three months of 1997. The hotel sold 196,100 rooms in the first three months of 1998 compared to 191,900 rooms sold in the same period of 1997 reflecting a 2.2% increase over 1997. The hotel's average guest room rate increased to $132.98 in the first three months of 1998 from $124.63 in the first three months of 1997. Broadcasting and Music - Revenues in the broadcasting and music segment decreased $1.3 million, or 2.8%, to $43.4 million in the first three months of 1998. The decrease was primarily the result of the June 1997 sale of television station KSTW. Excluding the revenues of KSTW from 1997, revenues in the broadcasting and music segment increased $5.6 million, or 14.7%, in the first three months of 1998. This increase results primarily from increased revenues from the Company's Dallas area television station KTVT of $3.8 million related primarily to carriage of the 1998 Winter Olympics and increased revenues from Word of $2.0 million. Cable Networks - Revenues in the cable networks segment decreased $79.9 million to $3.1 million in the first three months of 1998. On a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997, revenues in the cable networks segment would have been unchanged during the first three months of 1998 from revenues in the first three months of 1997. CMT International ceased its European operations on March 31, 1998. CMT International subscribers in the Pacific Rim and Latin America totaled 1.8 million at March 31, 1998 compared to 1.3 million subscribers at March 31, 1997. Operating Expenses Total Operating Expenses - Total operating expenses decreased $62.4 million, or 36.7%, to $107.6 million in the first three months of 1998. On a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997, total operating expenses would have decreased $4.2 million, or 3.7%, during the first three months of 1998. Operating costs, as a percentage of revenues, decreased to 61.4% during the first three months of 1998 as compared to 67.1% during the first three months of 1997 on a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997. Selling, general and administrative expenses, as a percentage of revenues, decreased to 29.1% in the first three months of 1998 from 29.9% in the first three months of 1997 on a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997. 9
10 Operating Costs - Operating costs decreased $49.5 million, or 42.7%, to $66.4 million in the first three months of 1998. On a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997, operating costs would have decreased $4.2 million, or 5.9%, during the first three months of 1998. The decrease was primarily the result of the June 1997 sale of television station KSTW. Excluding the operating costs of KSTW and the Cable Networks Business from 1997, operating costs increased $0.7 million, or 1.1%, in the first three months of 1998. The increase is primarily attributable to increased operating costs in the hospitality and attractions segment of $2.7 million for the first three months of 1997 primarily related to the Opryland Hotel and the recently announced formation of the Opryland Lodging Group. The Opryland Lodging Group was created in 1998 to expand the Company's talent and expertise in the convention hotel industry into other cities located primarily in the southern half of the United States. The operating expenses of Word increased $1.3 million during the first three months of 1998 associated with increased volume levels. These increases were partially offset by decreased operating expenses of $2.7 million during the first three months of 1998 related to the European operations of CMT International, which ceased operations effective March 31, 1998. Selling, General and Administrative - Selling, general and administrative expenses decreased $10.1 million, or 24.4%, to $31.4 million in the first three months of 1998. On a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997, selling, general and administrative expenses would have decreased $0.1 million, or 0.3%, during the first three months of 1998. The decrease was primarily the result of the June 1997 sale of television station KSTW. Excluding the selling, general and administrative expenses of KSTW and the Cable Networks Business from 1997, selling, general and administrative expenses increased $2.1 million, or 7.1%, in the first three months of 1998. The increase is primarily attributable to the recognition of a valuation reserve of $1.6 million related to a long-term note receivable from Z Music, Inc. and higher selling, general and administrative expenses related to Word and Blanton Harrell Entertainment, the Company's artist management company, of $1.2 million. In addition, general and administrative expenses at CMT International increased $0.7 million in the first three months of 1998. These increases were partially offset by decreased promotional expenses related to the Company's Nashville-based attractions businesses of $1.0 million in the first three months of 1998. Corporate general and administrative expenses, consisting primarily of senior management salaries and benefits, legal, human resources, accounting, and other administrative costs, decreased $0.5 million in the first three months of 1998. Depreciation and Amortization - Depreciation and amortization decreased $2.7 million, or 21.6%, to $9.8 million in the first three months of 1998. On a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997, depreciation and amortization would have increased $0.1 million, or 0.1%, during the first three months of 1998. Operating Income Total Operating Income - Total operating income decreased $14.7 million to $0.5 million in the first three months of 1998. On a pro forma basis, assuming the CBS Merger had occurred on January 1, 1997, total operating income would have increased $7.1 million during the first three months of 1998. The $2.4 million increase in operating income in the hospitality and attractions segment for the first three months of 1998 was primarily related to greater operating income generated by the Opryland Hotel. Excluding the operating loss of KSTW during the first three months of 1997, broadcasting and music segment operating income increased $2.9 million during the first three months of 1998 primarily related to greater operating income generated by television station KTVT. Excluding the operating income of the Cable Networks Business from 1997, the operating loss of the cable networks segment decreased $1.1 million in the first three months of 1998 primarily related to lower operating expense levels associated with CMT International's operations. 10
11 Interest Expense Interest expense decreased $0.7 million to $6.9 million in the first three months of 1998. The decrease was attributable to lower average debt levels in the first three months of 1998 as compared to the same period of 1997, due primarily to the financing of the Word acquisition in January 1997. The Company utilized the net proceeds from the sale of KSTW in June 1997 to reduce outstanding indebtedness. The Company's weighted average interest rate on its borrowings was 6.7% in the first three months of 1998 compared to 6.4% in the first three months of 1997. Interest Income Interest income increased $0.6 million to $6.4 million in the first three months of 1998. Interest income primarily results from noncash interest income earned on a long-term note receivable. Other Gains (Losses) Other gains (losses) for the first three months of 1998 includes nonrecurring gains on sale of investments of $4.0 million. Income Taxes The provision for income taxes was $1.3 million for the first three months of 1998 compared to $4.2 million for the first three months of 1997. The effective tax rate on income before provision for income taxes was 38.5% for the first three months of 1998 compared to 33.0% for the first three months of 1997. LIQUIDITY AND CAPITAL RESOURCES The Company has an unsecured revolving loan (the "Revolver") which provides for borrowings of up to $600 million until its maturity in July 2002. At April 30, 1998, the Company had approximately $152 million in available borrowing capacity under the Revolver. The terms and conditions of the Revolver require the Company to maintain certain financial ratios and minimum stockholders' equity levels and subject the Company to limitations on, among other things, mergers and sales of assets, additional indebtedness, capital expenditures, investments, acquisitions, liens, and transactions with affiliates. The Company currently projects capital expenditures of approximately $45 million for 1998, of which $8.1 million had been spent as of March 31, 1998. The Company's management believes that the net cash flows from operations, together with the amount expected to be available for borrowing under the Revolver, will be sufficient to satisfy anticipated future cash requirements of the Company on both a short-term and long-term basis. YEAR 2000 Without programming modifications, certain computer programs will not operate properly when using the two- digits used in date calculations for the year 2000. These computer programs interpret the "00" used in date calculations to represent the year 1900. The Company has assessed its computer systems to determine which computer programs will not operate properly using the year 2000 dates. A plan to correct these programs has been developed and is scheduled to be implemented by the end of 1998. The Company does not expect the year 2000 concerns to have a material adverse effect on its results of operations, financial position or liquidity. 11
12 SEASONALITY Certain of the Company's operations are subject to seasonal fluctuation. Many of the operations in the hospitality and attractions segment operate on a limited basis during the first quarter of the year and conduct most of their business during the summer tourism season. The first calendar quarter is also the weakest quarter for most television and radio broadcasters, including the Company, as advertising revenues are lower in the post-Christmas period. Revenues in the music business are typically weakest in the first calendar quarter following the Christmas buying season. FORWARD-LOOKING STATEMENTS/RISK FACTORS This Form 10-Q contains certain forward-looking statements regarding, among other things, the anticipated financial and operating results of the Company. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release any modifications or revisions to these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions investors that future financial and operating results may differ materially from those projected in forward-looking statements made by, or on behalf of, the Company. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company's future operating results depend on a number of factors which were derived utilizing numerous assumptions and other important factors that could cause actual results to differ materially from those projected in forward-looking statements. These factors, many of which are beyond the Company's control, include the continued growth in the popularity of country music and country lifestyles; growth in the popularity of Christian music and family values lifestyles; the ability to control costs relating to the closing of the Opryland theme park and the development of the Opry Mills retail complex; the ability to integrate the operations of Word into the Company's business; the advertising market in the United States in general and in the Company's local television and radio markets in particular; the perceived attractiveness of Nashville, Tennessee, as a convention and tourist destination; consumer tastes and preferences for the Company's programming and other entertainment offerings; competition; and consolidation in the broadcasting and cable distribution industries. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Inapplicable 12
13 Part II - Other Information Item 1. LEGAL PROCEEDINGS Inapplicable Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS Inapplicable Item 3. DEFAULTS UPON SENIOR SECURITIES Inapplicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Inapplicable Item 5. OTHER INFORMATION Inapplicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) See Index to Exhibits following the Signatures page. (b) No reports on Form 8-K were filed during the quarter ended March 31, 1998. 13
14 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 thereunto duly authorized. GAYLORD ENTERTAINMENT COMPANY Date: May 14, 1998 By: /s/ Joseph B. Crace --------------------------- ----------------------------------- Joseph B. Crace Senior Vice President and Chief Financial Officer 14
15 INDEX TO EXHIBITS No. Description - ---- ------------------------------------------------------------- 10.1 Opry Mills Limited Partnership Agreement, executed as of March 31, 1998, by and among Opry Mills, L.L.C., The Mills Limited Partnership, and Opryland Attractions, Inc. 10.2 Contract for a Space Segment Service on the Eutelsat Hotbird 3 Satellite dated April 25, 1995 by and between British Telecommunications plc and Country Music Television, Inc. (including schedules and exhibits material to the understanding of the Agreement) 27 Financial Data Schedule (for SEC use only) 15