<PAGE> 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 September 30, 1999
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 executive offices) (Zip Code)
(615) 316-6000
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(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 October 31, 1999
----- ----------------------------------
Common Stock, $.01 par value 33,028,760 shares
<PAGE> 2
GAYLORD ENTERTAINMENT COMPANY
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
INDEX
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C>
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Income -
For the Three Months Ended September 30, 1999 and 1998 3
Condensed Consolidated Statements of Income -
For the Nine Months Ended September 30, 1999 and 1998 4
Condensed Consolidated Balance Sheets -
September 30, 1999 and December 31, 1998 5
Condensed Consolidated Statements of Cash Flows -
For the Nine Months Ended September 30, 1999 and 1998 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Part II - Other Information
Item 1. Legal Proceedings 18
Item 2. Changes in Securities and Use of Proceeds 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Revenues $ 135,711 $ 134,904
Operating expenses:
Operating costs 81,791 81,163
Selling, general and administrative 36,982 31,168
Restructuring charge 3,102 --
Merger costs (1,741) --
Depreciation and amortization 13,408 11,171
--------- ---------
Operating income 2,169 11,402
Interest expense (4,268) (8,116)
Interest income 2,875 6,519
Other gains and losses 404 1,811
--------- ---------
Income before provision for income taxes 1,180 11,616
Provision for income taxes 454 4,473
--------- ---------
Net income $ 726 $ 7,143
========= =========
Net income per share $ 0.02 $ 0.22
========= =========
Net income per share - assuming dilution $ 0.02 $ 0.22
========= =========
Dividends per share $ 0.20 $ 0.15
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
<PAGE> 4
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Revenues $ 377,212 $ 369,888
Operating expenses:
Operating costs 238,045 220,950
Selling, general and administrative 99,054 92,463
Restructuring charge 3,102 --
Merger costs (1,741) --
Depreciation and amortization 37,806 31,601
--------- ---------
Operating income 946 24,874
Interest expense (11,286) (22,673)
Interest income 4,269 19,463
Other gains and losses 130,672 5,173
--------- ---------
Income before provision for income taxes 124,601 26,837
Provision for income taxes 43,425 10,333
--------- ---------
Net income $ 81,176 $ 16,504
========= =========
Net income per share $ 2.47 $ 0.50
========= =========
Net income per share - assuming dilution $ 2.45 $ 0.50
========= =========
Dividends per share $ 0.60 $ 0.45
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
<PAGE> 5
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Sept. 30, Dec. 31,
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 8,875 $ 18,746
Trade receivables, less allowance of $4,471 and $5,517, respectively 98,278 94,429
Inventories 35,354 27,018
Other assets 43,770 49,009
----------- -----------
Total current assets 186,277 189,202
----------- -----------
Property and equipment, net of accumulated depreciation 603,804 586,898
Intangible assets, net of accumulated amortization 128,507 117,529
Investments 91,328 78,140
Long-term notes receivable 37,026 9,015
Other assets 39,010 31,208
----------- -----------
Total assets $ 1,085,952 $ 1,011,992
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,125 $ 6,269
Accounts payable and accrued liabilities 104,562 115,837
----------- -----------
Total current liabilities 105,687 122,106
----------- -----------
Long-term debt 302,201 276,712
Deferred income taxes 50,091 52,747
Other liabilities 33,315 33,039
Minority interest 2,231 2,228
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,
33,021 and 32,808 shares issued and outstanding, respectively 330 328
Additional paid-in capital 505,435 500,434
Retained earnings 89,036 26,699
Other stockholders' equity (2,374) (2,301)
----------- -----------
Total stockholders' equity 592,427 525,160
----------- -----------
Total liabilities and stockholders' equity $ 1,085,952 $ 1,011,992
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
<PAGE> 6
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
--------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 81,176 $ 16,504
Amounts to reconcile net income to net cash flows
used in operating activities:
Depreciation and amortization 37,806 31,601
Deferred income taxes (2,656) 2,050
Gain on equity participation rights (129,875) --
Noncash interest income -- (18,705)
Gain on sale of investments -- (20,118)
Write-off of Z Music note receivable -- 23,616
Changes in:
Trade receivables (3,672) (7,511)
Accounts payable and accrued liabilities (9,410) (21,305)
Other assets and liabilities (18,101) (14,707)
--------- --------
Net cash flows used in operating activities (44,732) (8,575)
--------- --------
Cash Flows from Investing Activities:
Purchases of property and equipment (46,186) (35,941)
Proceeds from equity participation rights 130,000 --
Acquisition of businesses, net of cash acquired (14,643) (31,891)
Proceeds from sale of property and equipment -- 6,152
Proceeds from sale of investments -- 20,130
Investments in, advances to and distributions from affiliates (42,535) (10,539)
Other investing activities 3,630 (10,947)
--------- --------
Net cash flows provided by (used in) investing activities 30,266 (63,036)
--------- --------
Cash Flows from Financing Activities:
Repayment of debt (9,150) (4,413)
Proceeds from issuance of debt 500 500
Net borrowings under revolving credit agreements 28,995 95,159
Proceeds from exercise of stock options 3,981 332
Dividends paid (19,731) (14,770)
--------- --------
Net cash flows provided by financing activities 4,595 76,808
--------- --------
Net change in cash (9,871) 5,197
Cash, beginning of period 18,746 8,712
--------- --------
Cash, end of period $ 8,875 $ 13,909
========= ========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
6
<PAGE> 7
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS 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, 1998, filed with the Securities and
Exchange Commission. In the opinion of management, all adjustments necessary for
a fair statement of the results of operations for the interim period have been
included. The results of operations for such interim period are not necessarily
indicative of the results for the full year.
2. INCOME PER SHARE:
The Company calculates income per share using the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "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:
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPT. 30, ENDED SEPT. 30,
----------------- -----------------
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Weighted average shares outstanding 32,924 32,808 32,850 32,804
Effect of dilutive stock options 320 307 307 386
------ ------ ------ ------
Weighted average shares outstanding -
assuming dilution 33,244 33,115 33,157 33,190
====== ====== ====== ======
</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 month and nine month periods ended September 30,
1999 and 1998.
7
<PAGE> 8
4. RESTRUCTURING CHARGE:
During the third quarter of 1999, the Company recognized a nonrecurring
restructuring charge of $3,102 related to streamlining certain of the Company's
operations. The restructuring charge includes estimated costs for employee
severance and termination benefits of $2,372 and other restructuring costs of
$730. As of September 30, 1999, the Company has recorded cash charges of $1,814
against the restructuring accrual. The remaining balance of the restructuring
accrual is included in accounts payable and accrued liabilities in the condensed
consolidated balance sheet.
5. MERGER COSTS:
The Company recorded a charge during 1997 related to merger costs associated
with the transaction with CBS Corporation ("CBS") whereby The Nashville Network,
Country Music Television in the United States and Canada and related cable
networks businesses were acquired by CBS. During the third quarter of 1999, the
Company reversed the remaining accrual of $1,741 related to merger costs
originally recorded in 1997 based upon the settlement of the remaining
contingencies associated with the merger transaction. In addition, the Company
recorded nonrecurring interest income of $1,954 related to the settlement of
contingencies between the Company and CBS during the third quarter of 1999.
6. SUBSEQUENT EVENT:
During October 1999, the Company sold its television station KTVT in Dallas-Ft.
Worth to CBS in exchange for $485,000 of CBS Series B convertible preferred
stock and other consideration. The Company will reflect a gain from the
transaction of approximately $280,000, net of deferred taxes, during the fourth
quarter of 1999. Revenues and operating income of KTVT for the nine months ended
September 30, 1999 were $34,460 and $8,049, respectively.
7. OTHER GAINS AND LOSSES:
The Company recognized a pretax gain of $129,875 during the first quarter of
1999 related to the collection of $130,000 in proceeds from the redemption of
certain equity participation rights in cable television systems which the
Company sold during 1995. The Company recognized a current provision for income
taxes of $45,456 related to the gain during the first quarter of 1999.
8. LONG-TERM NOTES RECEIVABLE:
The Company owns a minority limited partnership interest in Bass Pro, L.P.
("Bass Pro"). During the first quarter of 1999, the Company advanced $28,080 to
Bass Pro under an unsecured note agreement which bears interest at 8% annually
and is due in 2003. Interest under the note agreement is payable annually.
8
<PAGE> 9
9. FINANCIAL REPORTING BY BUSINESS SEGMENTS:
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED SEPT. 30, ENDED SEPT. 30,
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Hospitality and attractions $ 71,864 $ 74,846 $ 213,583 $ 211,886
Broadcasting and music 62,524 59,216 160,497 153,111
Cable networks 1,323 842 3,132 4,891
--------- --------- --------- ---------
Total $ 135,711 $ 134,904 $ 377,212 $ 369,888
========= ========= ========= =========
Depreciation and amortization:
Hospitality and attractions $ 7,605 $ 7,373 $ 22,881 $ 21,103
Broadcasting and music 3,773 2,163 9,325 5,752
Cable networks 488 465 1,449 1,349
Corporate 1,542 1,170 4,151 3,397
--------- --------- --------- ---------
Total $ 13,408 $ 11,171 $ 37,806 $ 31,601
========= ========= ========= =========
Operating income:
Hospitality and attractions $ 10,149 $ 12,039 $ 23,598 $ 30,224
Broadcasting and music 1,980 8,044 5,448 20,740
Cable networks (1,702) (2,251) (6,152) (7,922)
Corporate (6,897) (6,430) (20,587) (18,168)
Restructuring charge (3,102) -- (3,102) --
Merger costs 1,741 -- 1,741 --
--------- --------- --------- ---------
Total $ 2,169 $ 11,402 $ 946 $ 24,874
========= ========= ========= =========
</TABLE>
9
<PAGE> 10
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 located in
Nashville, Tennessee and the Company's Nashville-based attractions. The
broadcasting and music segment includes the Company's television station prior
to its disposal; radio stations; music publishing business; Word Entertainment
("Word"), the Company's contemporary Christian music company; and Pandora
Investments, S.A. ("Pandora"), a Luxembourg based company which acquires,
distributes and produces theatrical feature film and television programming
primarily for markets outside of the United States. The cable networks segment
consists primarily of CMT International, a country music video cable network
operated in Latin America and the Pacific Rim. The Company's unallocated
corporate expenses are reported separately.
SALE OF KTVT
During October 1999, the Company sold its television station KTVT in Dallas-Ft.
Worth to CBS Corporation ("CBS") in exchange for $485 million of CBS Series B
convertible preferred stock and other consideration (the "KTVT Transaction").
The Company will reflect a gain from the KTVT Transaction of approximately $280
million, net of deferred taxes, during the fourth quarter of 1999.
GET DIGITALMEDIA
During the third quarter of 1999, the Company announced the creation of GET
digitalmedia, a new division formed to initiate a focused Internet strategy, and
the acquisition of a controlling equity interest in two online operations,
Musicforce.com and Lightsource.com, for approximately $15 million in cash. The
parties have entered into option agreements regarding the additional equity
interests in the online operations. The acquisition was financed through
borrowings under a revolving credit agreement and has been accounted for using
the purchase method of accounting. The Company expects that GET digitalmedia
will have operating losses of $15 million to $20 million (excluding goodwill
amortization) over the next fifteen months.
10
<PAGE> 11
RESULTS OF OPERATIONS
The following table contains unaudited selected summary financial data for the
three month and nine month periods ended September 30, 1999 and 1998 (amounts in
thousands). 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 Nine Months Ended
September 30, September 30,
--------------------------------------- ----------------------------------------
1999 % 1998 % 1999 % 1998 %
--------- ----- --------- ----- --------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Hospitality and attractions $ 71,864 52.9 $ 74,846 55.5 $ 213,583 56.6 $ 211,886 57.3
Broadcasting and music 62,524 46.1 59,216 43.9 160,497 42.6 153,111 41.4
Cable networks 1,323 1.0 842 0.6 3,132 0.8 4,891 1.3
--------- ----- --------- ----- --------- ----- -------- -----
Total revenues 135,711 100.0 134,904 100.0 377,212 100.0 369,888 100.0
--------- ----- --------- ----- --------- ----- -------- -----
Operating expenses:
Operating costs 81,791 60.2 81,163 60.1 238,045 63.1 220,950 59.7
Selling, general & administrative 36,982 27.3 31,168 23.1 99,054 26.3 92,463 25.0
Restructuring charge 3,102 2.3 -- -- 3,102 0.8 -- --
Merger costs (1,741) (1.3) -- -- (1,741) (0.5) -- --
Depreciation and amortization:
Hospitality and attractions 7,605 7,373 22,881 21,103
Broadcasting and music 3,773 2,163 9,325 5,752
Cable networks 488 465 1,449 1,349
Corporate 1,542 1,170 4,151 3,397
--------- ----- --------- ----- --------- ----- -------- -----
Total depreciation and
amortization 13,408 9.9 11,171 8.3 37,806 10.0 31,601 8.6
--------- ----- --------- ----- --------- ----- -------- -----
Total operating expenses 133,542 98.4 123,502 91.5 376,266 99.7 345,014 93.3
--------- ----- --------- ----- --------- ----- -------- -----
Operating income:
Hospitality and attractions 10,149 14.1 12,039 16.1 23,598 11.0 30,224 14.3
Broadcasting and music 1,980 3.2 8,044 13.6 5,448 3.4 20,740 13.5
Cable networks (1,702) -- (2,251) -- (6,152) -- (7,922) --
Corporate (6,897) -- (6,430) -- (20,587) -- (18,168) --
Restructuring charge (3,102) -- -- -- (3,102) -- -- --
Merger costs 1,741 -- -- -- 1,741 -- -- --
--------- ----- --------- ----- --------- ----- -------- -----
Total operating income $ 2,169 1.6 $ 11,402 8.5 $ 946 0.3 $ 24,874 6.7
========= ===== ========= ===== ========= ===== ======== =====
</TABLE>
11
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PERIODS ENDED SEPTEMBER 30, 1999 COMPARED TO PERIODS ENDED SEPTEMBER 30, 1998
Revenues
Total Revenues - Total revenues increased $0.8 million, or 0.6%, to $135.7
million in the third quarter of 1999, and increased $7.3 million, or 2.0%, to
$377.2 million in the first nine months of 1999. The increase for the first nine
months of 1999 results primarily from increased revenues in the broadcasting and
music segment, principally from Word, and increases in the hospitality and
attractions segment, offset in part by decreased revenues in the cable networks
segment as a result of CMT International ceasing its European operations
effective March 31, 1998.
Hospitality and Attractions - Revenues in the hospitality and attractions
segment decreased $3.0 million, or 4.0%, to $71.9 million in the third quarter
of 1999, and increased $1.7 million, or 0.8%, to $213.6 million in the first
nine months of 1999. Opryland Hotel revenues increased $1.0 million, or 0.6%, to
$161.3 million in the first nine months of 1999. The hotel's occupancy rate
increased to 76.6% in the first nine months of 1999 compared to 76.3% in the
first nine months of 1998. The hotel sold 580,800 rooms in the first nine months
of 1999 compared to 578,400 rooms sold in the same period of 1998, reflecting a
0.4% increase from 1998. The hotel's average guest room rate decreased to
$136.17 in the first nine months of 1999 from $140.06 in the first nine months
of 1998. The increase for the first nine months of 1999 is also due to a $2.2
million increase in revenues from the Wildhorse Saloon in Orlando, Florida,
which opened in April 1998. These increases are partially offset by decreases
related to the Company's investment in Bass Pro, L.P. of $0.6 million and
decreased revenues from the Company's General Jackson showboat of $0.8 million.
Broadcasting and Music - Revenues in the broadcasting and music segment
increased $3.3 million, or 5.6%, to $62.5 million in the third quarter of 1999,
and increased $7.4 million, or 4.8%, to $160.5 million in the first nine months
of 1999. The increase for the first nine months of 1999 is primarily due to an
increase in revenues of Word of $7.4 million due to an increase in sales of
distributed products and Pandora, which was acquired in July 1998, of $1.6
million. This increase is partially offset by a decrease in KTVT's revenues of
$3.3 million in the first nine months of 1999. The decrease in KTVT revenues is
primarily due to higher revenues in 1998 related to the carriage of the 1998
Winter Olympics. Revenues for KTVT for the first nine months of 1999 were $34.5
million.
Cable Networks - Revenues in the cable networks segment increased $0.5 million,
or 57.1%, to $1.3 million in the third quarter of 1999, and decreased $1.8
million, or 36.0%, to $3.1 million in the first nine months of 1999. The
decrease for the first nine months of 1999 is primarily the result of CMT
International ceasing its European operations effective March 31, 1998.
Operating Expenses
Total Operating Expenses - Total operating expenses increased $10.0 million, or
8.1%, to $133.5 million in the third quarter of 1999, and increased $31.3
million, or 9.1%, to $376.3 million in the first nine months of 1999. Operating
costs, as a percentage of revenues, increased to 63.1% during the first nine
months of 1999 as compared to 59.7% during the first nine months of 1998, as
discussed below. Selling, general and administrative expenses, as a percentage
of revenues, increased to 26.3% during the first nine months of 1999 as compared
to 25.0% during the first nine months of 1998.
12
<PAGE> 13
Operating Costs - Operating costs increased $0.6 million, or 0.8%, to $81.8
million in the third quarter of 1999, and increased $17.1 million, or 7.7%, to
$238.0 million in the first nine months of 1999. The increase in the first nine
months of 1999 is primarily attributable to increased operating costs of Word of
$6.9 million related to increased revenues of lower-margin distributed products
and increased costs associated with the start-up of Word's warehouse. Operating
costs of the Wildhorse Saloon locations increased $3.3 million in the first nine
months of 1999 related to increased revenues and the opening of the Orlando,
Florida location in April 1998. Additionally, the operating costs of Pandora,
which was acquired in July 1998, increased $1.4 million in the first nine months
of 1999. Costs associated with the growth strategy of CMT International and Z
Music increased operating costs of the cable networks segment by $1.0 million in
the first nine months of 1999. The operating costs of KTVT increased $0.9
million during the first nine months of 1999.
Selling, General and Administrative - Selling, general and administrative
expenses increased $5.8 million, or 18.7%, to $37.0 million in the third quarter
of 1999, and increased $6.6 million, or 7.1%, to $99.1 million in the first nine
months of 1999. The increase in the first nine months of 1999 is primarily
attributable to higher selling, general and administrative expenses of Word of
$5.5 million related primarily to promotion and selling costs. Development
efforts of the Opryland Hospitality Group increased selling, general and
administrative expenses $1.3 million during the first nine months of 1999.
Corporate general and administrative expenses increased $1.4 million during the
first nine months of 1999. Additionally, the selling, general and administrative
expenses of Pandora, which was acquired in July 1998, increased $1.1 million in
the first nine months of 1999. These increases are partially offset by the 1998
recognition of a valuation reserve of $3.4 million on a long-term note
receivable from Z Music, Inc.
Restructuring Charge - During the third quarter of 1999, the Company recognized
a nonrecurring restructuring charge of $3.1 million related to streamlining
certain of the Company's operations. The restructuring charge includes estimated
costs for employee severance and termination benefits of $2.4 million and other
restructuring costs of $0.7 million. As of September 30, 1999, the Company has
recorded cash charges of $1.8 million against the restructuring accrual. The
remaining balance of the restructuring accrual is included in accounts payable
and accrued liabilities in the condensed consolidated balance sheet.
Merger Costs - The Company recorded a charge during 1997 related to merger costs
associated with the transaction with CBS whereby The Nashville Network, Country
Music Television in the United States and Canada and related cable networks
businesses were acquired by CBS. During the third quarter of 1999, the Company
reversed the remaining accrual of $1.7 million related to merger costs
originally recorded in 1997, based upon the settlement of the remaining
contingencies associated with the merger transaction.
Depreciation and Amortization - Depreciation and amortization increased $2.2
million, or 20.0%, to $13.4 million in the third quarter of 1999, and increased
$6.2 million, or 19.6%, to $37.8 million in the first nine months of 1999. The
increase is primarily attributable to the depreciation expense of acquisitions
and capital expenditures made in 1998. Depreciation and amortization for KTVT
for the first nine months of 1999 was $2.1 million.
13
<PAGE> 14
Operating Income
Total Operating Income - Total operating income decreased $9.2 million to $2.2
million in the third quarter of 1999, and decreased $23.9 million to $0.9
million in the first nine months of 1999. Operating income in the hospitality
and attractions segment decreased $6.6 million during the first nine months of
1999 as a result of lower earnings from the Company's attractions-related
properties and increased development expenses associated with the Opryland
Hospitality Group. Broadcasting and music segment operating income decreased
$15.3 million during the first nine months of 1999 primarily due to a decrease
at KTVT and Word as well as the operating losses of GET digitalmedia. The
operating income of KTVT for the first nine months of 1999 was $8.0 million.
Operating losses of the cable networks segment decreased $1.8 million during the
first nine months of 1999 primarily as a result of CMT International ceasing its
European operations effective March 31, 1998. Total corporate operating expenses
increased $2.4 million during the first nine months of 1999 as a result of
increased administrative costs.
Interest Expense
Interest expense decreased $3.8 million to $4.3 million in the third quarter of
1999, and decreased $11.4 million to $11.3 million in the first nine months of
1999. The decrease in the first nine months of 1999 is primarily attributable to
lower average borrowing levels and lower weighted average interest rates during
the first nine months of 1999 than in the first nine months of 1998. The
Company's weighted average interest rate on its borrowings was 6.1% in the first
nine months of 1999 compared to 6.7% in the first nine months of 1998.
Interest Income
Interest income decreased $3.6 million to $2.9 million in the third quarter of
1999, and decreased $15.2 million to $4.3 million in the first nine months of
1999. The decrease in the first nine months of 1999 primarily relates to the
December 1998 collection of a long-term note receivable which originated from
the sale of the Company's cable television systems in 1995. This decrease was
partially offset by nonrecurring interest income of $2.0 million related to the
settlement of contingencies between the Company and CBS during the third quarter
of 1999.
Other Gains and Losses
During the first quarter of 1999, the Company recognized a pretax gain of $129.9
million related to the collection of $130 million in proceeds from the
redemption of certain equity participation rights in cable television systems
which the Company sold during 1995.
Income Taxes
The provision for income taxes decreased $4.0 million to $0.5 million in the
third quarter of 1999, and increased $33.1 million to $43.4 million in the first
nine months of 1999. The effective tax rate on income before provision for
income taxes was 34.9% for the first nine months of 1999 compared to 38.5% for
the first nine months of 1998. The Company recognized a current provision for
income taxes of $45.5 million related to the non-recurring gain from the equity
participation rights discussed above.
14
<PAGE> 15
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 October 31,
1999, the Company had approximately $306 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.
As a result of the KTVT Transaction and new hotel construction, the Company
anticipated that it would not be in compliance with certain covenants under the
Revolver. The Company has obtained a waiver regarding these covenants. The
waiver expires at the earlier of February 4, 2000 or upon the occurrence of
certain other events. The Company is currently negotiating with its lenders
regarding its future financing structure.
The $130 million proceeds from the equity participation rights were used to
reduce outstanding indebtedness under the Revolver. Acquisitions and operating
losses of GET digitalmedia, the Company's new Internet division, currently
projected to be approximately $35 million, will be financed through borrowings
under the Revolver.
The Company currently projects capital expenditures of approximately $100
million for 1999, of which $46 million had been spent as of September 30, 1999.
The Company's management believes that the net cash flows from operations,
together with the amount expected to be available for borrowing under the
Company's debt structure, 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 or embedded technology replacements, certain
computer systems (hardware, software and equipment) will not operate properly
when using the two digits used in date calculations for the year 2000. These
computer systems interpret the "00" used in date calculations to represent the
year 1900. During 1996, the Company formed an internal task force responsible
for assessing, testing and correcting the Company's information technology and
systems risks associated with the year 2000. The task force has completed its
assessment of the Company's systems, has identified the Company's hardware,
software and equipment that will not operate properly in the year 2000, and has
taken the appropriate action to ensure compliance. In certain instances,
hardware, software and equipment that will not operate properly in the year 2000
has been replaced.
As of October 31, 1999, the task force has determined and confirmed through
testing that substantially all of the Company's systems, in certain
circumstances following programming changes or replacements, will operate
properly in the year 2000, except that certain purchased systems which have been
warranted by the vendor to work properly in the year 2000 are currently in the
testing process. The Company anticipates the testing of these purchased systems
to be completed in November 1999.
The Company has requested written documentation from vendors and suppliers with
whom the Company has a material relationship regarding their ability to operate
properly in the year 2000. In many cases, the Company has developed contingency
plans related to significant vendors and suppliers that have not confirmed their
year 2000 readiness. There can be no assurance that the Company's significant
vendors and suppliers will have remedied their year 2000 issues in a timely
manner. The failure of a significant supplier to remedy its year 2000 issues
could have a material adverse effect on the Company's operations, financial
position or liquidity. The Company will continue to monitor its significant
vendors and suppliers to mitigate its risks.
15
<PAGE> 16
Based upon the Company's current estimates, the costs of the Company's year 2000
remediation efforts are between $7 million and $9 million. Included in the
Company's cost estimates are the costs of replacing hardware and software of
approximately $6 million, which are capitalized and amortized over their
estimated useful lives. Certain software replacements included in these cost
estimates were planned prior to the assessment of the year 2000 issue and were
accelerated as part of the Company's year 2000 remediation effort. The remaining
costs are expensed as incurred. These projected costs are based upon
management's best estimates, which were derived utilizing numerous assumptions
of future events. There can be no guarantee, however, that these cost estimates
will be achieved and actual results could differ materially.
Management's estimate of the Company's most reasonably likely worst case
scenario involves the potential lack of year 2000 readiness of certain of the
Company's significant vendors and suppliers, as a result of which the Company
will be required to implement its contingency plans.
Management does not currently believe that the costs of assessment, remediation
or replacement of the Company's systems, or the potential failure of third
parties' systems, will have a material adverse effect on the Company's business,
financial condition, results of operations or liquidity.
SEASONALITY
Certain of the Company's operations are subject to seasonal fluctuation. The
first calendar quarter is 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 report contains certain forward-looking statements regarding, among other
things, the anticipated financial and operating results of the Company. 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, if
altered, 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 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 development of the Opry
Mills retail complex; the ability to integrate acquired operations into the
Company's businesses; the ability of the Company to implement successfully its
focused Internet strategy; the ability of the Opryland Hospitality Group to
successfully develop hotel properties in other markets; the advertising market
in the United States in general and in the Company's Nashville radio markets in
particular; the perceived attractiveness of Nashville, Tennessee and the
Company's properties as convention and tourist destinations; consumer tastes and
preferences for the Company's programming and other entertainment offerings;
competition; the impact of weather on construction schedules; the ability of the
Company to avoid operational problems associated with year 2000 compliance; and
consolidation in the broadcasting and cable distribution industries.
In addition, investors are cautioned not to place undue reliance on
forward-looking statements contained in this report because they speak only as
of the date hereof. The Company undertakes no obligation to release publicly any
modifications or revisions to forward-looking statements contained in this
report to reflect events or circumstances occurring after the date hereof or to
reflect the occurrence of unanticipated events.
16
<PAGE> 17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Based on the Company's overall market interest rate and foreign currency
exchange rate exposure at September 30, 1999, the Company believes that the
effect, if any, of reasonably possible near-term changes in interest rates or
fluctuation in foreign currency exchange rates on the Company's financial
position, results of operations or cash flows would not be material.
17
<PAGE> 18
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
September 30, 1999.
18
<PAGE> 19
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: November 15, 1999 By: /s/ Joseph B. Crace
----------------- ------------------------------------------
Joseph B. Crace
Executive Vice President, Chief Operating
Officer, and Chief Financial Officer
19
<PAGE> 20
INDEX TO EXHIBITS
4 Fourth Amendment to Credit Agreement, dated as of October 8, 1999,
among the Registrant, the banks named therein, and NationsBank, N.A.
(successor by merger to NationsBank of Texas, N.A.) as Administrative
Lender
27 Financial Data Schedule (for SEC use only)
20
<PAGE> 1
EXHIBIT 4
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment"),
dated as of October 8, 1999, is entered into among GAYLORD ENTERTAINMENT
COMPANY, a Delaware corporation ("Borrower"), the banks listed on the signature
pages hereof (collectively, "Lenders"), and BANK OF AMERICA, N.A. (formerly
known as NationsBank, N.A., successor by merger to NationsBank of Texas, N.A.),
as Administrative Lender (in said capacity, "Administrative Lender").
BACKGROUND
A. Borrower, Lenders and Administrative Lender are parties to that
certain Credit Agreement, dated as of August 19, 1997, as amended by that
certain First Amendment to Credit Agreement, dated as of September 30, 1997,
that certain Second Amendment to Credit Agreement, dated as of March 24, 1998,
and that certain Third Amendment to Credit Agreement, dated as of March 22,
1999, but effective as of December 31, 1998 (said Credit Agreement, as amended,
the "Credit Agreement"; the terms defined in the Credit Agreement and not
otherwise defined herein shall be used herein as defined in the Credit
Agreement).
B. Borrower, Lenders and Administrative Lender desire to amend the
Credit Agreement and waive an anticipated Event of Default that would occur
pursuant to (a) Section 4.5 of the Credit Agreement as a result of the CBS Stock
Transaction (as defined in Section 1(a) of this Fourth Amendment) and (b)
Section 4.3 of the Credit Agreement as a result of exceeding the permitted
Capital Expenditures for the 1999 fiscal year.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Borrower, Lenders
and Administrative Lender covenant and agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT.
(a) The defined term "CBS Stock Transaction" is hereby added to Section
1.1 of the Credit Agreement in proper alphabetical order to read as follows:
"CBS Stock Transaction" means the acquisition by CBS of KTVT in
exchange for CBS preferred stock which is convertible into 10,141,691
shares of CBS common stock, among other consideration, which will occur
on or about October 12, 1999.
(b) Section 4.4 of the Credit Agreement is hereby amended to read as
follows:
<PAGE> 2
"4.4 Net Worth. Borrower shall not permit Net Worth to be less than
an amount equal to the sum of (i) 90% of Net Worth on December 31,
1997, plus (ii) 50% of the cumulative Net Income from and including
January 1, 1998 (but excluding from the calculation of cumulative Net
Income (a) the effect, if any, of any fiscal quarter (or any portion of
a fiscal quarter not yet ended) for which Net Income was a negative
number and (b) the amount of any gain incurred as a result of the CBS
Stock Transaction), plus (iii) 75% of the Net Proceeds received by
Borrower or any of its Subsidiaries from any Equity Issuance occurring
on and after January 1, 1998, plus (iv) any increase in stockholders'
equity of Borrower pursuant to the conversion or exchange of preferred
Capital Stock of Borrower into common Capital Stock of Borrower, plus
(v) an amount equal to 75% of the net worth of any Person that becomes
a Subsidiary of Borrower or substantially all of the assets of which
are acquired by Borrower or any of its Subsidiaries to the extent the
purchase price therefor is paid in Capital Stock of Borrower or any of
its Subsidiaries, plus (vi) an amount equal to the gain incurred by the
Borrower as a result of the CBS Stock Transaction."
2. WAIVER. Subject to satisfaction of the conditions of effectiveness
set forth in Section 4 of this Fourth Amendment and the termination of the
waiver as provided herein, the Lenders hereby waive the anticipated Event of
Default with respect to (a) Section 4.5 of the Credit Agreement which would
occur as a result of the CBS Stock Transaction and (b) Section 4.3 of the Credit
Agreement which would occur as a result of exceeding the permitted Capital
Expenditures for the fiscal year 1999. The waiver provided herein does not
affect any other covenant or provision of the Credit Agreement. The waiver
provided in this Section 2 shall terminate automatically without any action by
the Administrative Lender, the Lenders or any other Person and be of no further
force or effect upon the earliest to occur of (a) February 4, 2000, (b) the
sale, disposition, pledge or other encumbrance, or the agreement to sell,
dispose or pledge or otherwise encumber, of all or any of the capital stock
acquired by the Borrower in the CBS Stock Transaction (or any stock obtained in
exchange or conversion of such stock), (c) the making by the Borrower and its
Subsidiaries of additional Investments after October 12, 1999 (excluding any
appreciation of Investments existing on October 12, 1999) in an aggregate amount
in excess of $20,000,000, or (d) a determination that the aggregate Capital
Expenditures for fiscal year 1999 are in excess of $125,000,000. Upon the
termination of the waiver, and notwithstanding anything in the Credit Agreement
to the contrary, an Event of Default shall automatically occur under the Credit
Agreement whether or not the Borrower is in compliance with Section 4.5 of the
Credit Agreement at such time.
3. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its
execution and delivery hereof, Borrower represents and warrants that after
giving effect to the amendments contemplated by the foregoing Section 1 and the
waiver contemplated by the foregoing Section 2:
(a) the representations and warranties contained in the Credit
Agreement and the other Loan Documents are true and correct on and as of the
date hereof as though made on and as of such
- 2 -
<PAGE> 3
date, except to the extent that any such representation or warranty relates
expressly to a specified date or is no longer correct because of a change in
circumstances permitted by the Loan Documents;
(b) no event has occurred and is continuing which constitutes a Default
or Event of Default;
(c) Borrower has full power and authority to execute and deliver this
Fourth Amendment and the Credit Agreement, as amended hereby, and this Fourth
Amendment and the Credit Agreement, as amended hereby, constitute the legal,
valid and binding obligations of Borrower, enforceable in accordance with their
respective terms, except as enforceability may be limited by applicable debtor
relief laws and by general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and except as rights
to indemnity may be limited by federal or state securities laws;
(d) neither the execution, delivery and performance of this Fourth
Amendment or the Credit Agreement, as amended by this Fourth Amendment, will
contravene or conflict with any Law to which Borrower or any of its Subsidiaries
is subject or any indenture, agreement or other instrument to which Borrower or
any of its Subsidiaries or any of their respective property is subject; and
(e) no authorization, approval, consent, or other action by, notice to,
or filing with, any Tribunal or other Person, is required for the execution,
delivery or performance by Borrower of this Fourth Amendment or the
acknowledgment of this Fourth Amendment by any Guarantor.
4. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment shall be
effective as of October 8, 1999, subject to the following:
(a) Administrative Lender shall have received counterparts of this
Fourth Amendment executed by Determining Lenders;
(b) Administrative Lender shall have received counterparts of this
Fourth Amendment executed by Borrower and acknowledged by each Guarantor; and
(c) Administrative Lender shall have received, in form and substance
satisfactory to Administrative Lender and its counsel, such other documents,
certificates and instruments as Administrative Lender reasonably shall require.
5. GUARANTOR ACKNOWLEDGMENT. By signing below, each of the Guarantors
(i) acknowledges, consents and agrees to the execution and delivery of this
Fourth Amendment, (ii) acknowledges and agrees that its obligations in respect
of its Guaranty are not released, diminished, waived, modified, impaired or
affected in any manner by this Fourth Amendment or any of the provisions
contemplated herein, (iii) ratifies and confirms its obligations under its
Guaranty,
- 3 -
<PAGE> 4
and (iv) acknowledges and agrees that it has no claims or offsets against, or
defenses or counterclaims to, its Guaranty.
6. REFERENCE TO THE CREDIT AGREEMENT.
(a) Upon the effectiveness of this Fourth Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", or words of like import
shall mean and be a reference to the Credit Agreement, as amended or modified by
this Fourth Amendment.
(b) The Credit Agreement, as amended or modified by this Fourth
Amendment, and all other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.
7. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on demand all
costs and expenses of the Administrative Lender in connection with the
preparation, reproduction, execution and delivery of this Fourth Amendment and
the other instruments and documents to be delivered hereunder (including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Lender with respect thereto and with respect to advising the Lenders as to their
rights and responsibilities under the Credit Agreement, as amended by this
Fourth Amendment).
8. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
9. GOVERNING LAW: BINDING EFFECT. This Fourth Amendment shall be
governed by and construed in accordance with the laws of the State of Texas and
shall be binding upon Borrower and each Lender and their respective successors
and assigns.
10. HEADINGS. Section headings in this Fourth Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Fourth Amendment for any other purpose.
11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FOURTH
AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
================================================================================
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
================================================================================
- 4 -
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment to be effective as of the date first above written.
GAYLORD ENTERTAINMENT COMPANY
By: /s/ Joseph B. Crace
-------------------------------------
Name: Joseph B. Crace
Title: Executive Vice President
Chief Operating Officer
Chief Financial Officer
- 5 -
<PAGE> 6
BANK OF AMERICA, N.A., as a
Lender, Swing Line Bank,
Issuing Bank and as
Administrative Lender
By: /s/ Suzanne B. Smith
-------------------------------------
Name: Suzanne B. Smith
Title: Principal
- 6 -
<PAGE> 7
THE BANK OF NEW YORK
By: /s/ Cynthia L. Rogers
-------------------------------------
Name: Cynthia L. Rogers
Title: Vice President
- 7 -
<PAGE> 8
SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ Tracy L. Elliott
-------------------------------------
Name: Tracy L. Elliott
Title: Senior Vice President
- 8 -
<PAGE> 9
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Robert Ivosevich
-------------------------------------
Name: Robert Ivosevich
Title: Senior Vice President
- 9 -
<PAGE> 10
WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By: /s/ Craig T. Scheef
-------------------------------------
Name: Craig T. Scheef
Title: Vice President
- 10 -
<PAGE> 11
FIRST UNION NATIONAL BANK
By: /s/ Carol S. Geraghty
-------------------------------------
Name: Carol S. Geraghty
Title: Vice President
- 11 -
<PAGE> 12
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
By: /s/ Minami Miura
-------------------------------------
Name: Minami Miura
Title: Vice President
- 12 -
<PAGE> 13
COMERICA BANK
By: /s/ Kristine L. Vigliotti
-------------------------------------
Name: Kristine L. Vigliotti
Title: Assistant Vice President
- 13 -
<PAGE> 14
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Karl Kieffer
-------------------------------------
Name: Karl Kieffer
Title: Duly Authorized Signatory
- 14 -
<PAGE> 15
THE BANK OF NOVA SCOTIA
By: /s/ Vincent J. Fitzgerald, Jr.
-------------------------------------
Name: Vincent J. Fitzgerald, Jr.
Title: Authorized Signatory
- 15 -
<PAGE> 16
WACHOVIA BANK, N.A.
By: /s/ Kenneth Washington
-------------------------------------
Name: Kenneth Washington
Title: Vice President
- 16 -
<PAGE> 17
BANK ONE, OKLAHOMA, NATIONAL
ASSOCIATION
By: /s/ Audrey J. Strutman
-------------------------------------
Name: Audrey J. Strutman
Title: Senior Vice President
- 17 -
<PAGE> 18
ACKNOWLEDGED AND AGREED:
IDEA ENTERTAINMENT, INC.
By: /s/ Joseph B. Crace
-------------------------------------
Name: Joseph B. Crace
Title: Vice President
GAYLORD BROADCASTING COMPANY, L.P.
By: Gaylord Communications, Inc.,
its General Partner
By: /s/ Joseph B. Crace
-------------------------------------
Name: Joseph B. Crace
Title: Vice President
OPRYLAND ATTRACTIONS, INC.
By: /s/ Joseph B. Crace
-------------------------------------
Name: Joseph B. Crace
Title: Vice President
OLH, G.P.
By: Opryland Hospitality, Inc.
By: /s/ Joseph B. Crace
-------------------------------------
Name: Joseph B. Crace
Title: Vice President
- 18 -
<PAGE> 19
ACUFF-ROSE MUSIC PUBLISHING, INC.
(formerly known as OPRYLAND MUSIC
GROUP, INC.)
By: /s/ Joseph B. Crace
-------------------------------------
Name: Joseph B. Crace
Title: Vice President
- 19 -
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