<PAGE> 1
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 June 30, 1996
Commission file number 1-10881
GAYLORD ENTERTAINMENT COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 73-0383730
- ------------------------------- -------------------
(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
----------------------------------------------------
(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 July 31, 1996
----- -------------------------------
Class A Common Stock, $.01 par value 45,284,128 shares
Class B Common Stock, $.01 par value 51,392,729 shares
<PAGE> 2
GAYLORD ENTERTAINMENT COMPANY
FORM 10-Q
FOR THE QUARTER ENDED June 30, 1996
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Part I - Financial Information
Item 1. Financial Statements 3
Condensed Consolidated Statements of Income -
For the Three Months Ended June 30, 1996 and 1995 4
Condensed Consolidated Statements of Income -
For the Six Months Ended June 30, 1996 and 1995 5
Condensed Consolidated Balance Sheets -
June 30, 1996 and December 31, 1995 6
Condensed Consolidated Statements of Cash Flows -
For the Six Months Ended June 30, 1996 and 1995 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II - Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
</TABLE>
2
<PAGE> 3
Part I - Financial Information
Item 1. Financial Statements
GAYLORD ENTERTAINMENT COMPANY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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, 1995, 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
periods are not necessarily indicative of the results for the full year.
3
<PAGE> 4
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Revenues $209,280 $197,064
Operating expenses:
Operating costs 118,516 117,093
Selling, general and administrative 35,190 32,824
Depreciation and amortization 12,651 9,932
-------- --------
Operating income 42,923 37,215
Interest expense (4,353) (557)
Interest income 5,707 480
Other gains (losses) (1,131) (1,307)
-------- --------
Income before provision for income taxes 43,146 35,831
Provision for income taxes 14,238 13,795
-------- --------
Net income $ 28,908 $ 22,036
======== ========
Net income per share $ 0.30 $ 0.23
======== ========
Weighted average shares outstanding, including equivalent shares 97,969 97,583
======== ========
Dividends per share $ 0.086 $ 0.073
========= ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 5
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Revenues $348,137 $337,612
Operating expenses:
Operating costs 207,460 207,497
Selling, general and administrative 62,739 58,692
Depreciation and amortization 21,286 17,355
-------- --------
Operating income 56,652 54,068
Interest expense (7,553) (1,193)
Interest income 11,268 900
Other gains (losses) 72,882 (2,331)
-------- --------
Income before provision for income taxes 133,249 51,444
Provision for income taxes 49,963 19,806
-------- --------
Net income $ 83,286 $ 31,638
======== ========
Net income per share $ 0.85 $ 0.32
======== ========
Weighted average shares outstanding, including equivalent shares 97,892 97,561
======== ========
Dividends per share $ 0.171 $ 0.145
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 6
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 1996 1995
---------- ------------
<S> <C> <C>
Current assets:
Cash $ 15,150 $ 12,062
Trade receivables, less allowance of $3,084 and $3,297, respectively 128,361 105,898
Program rights 12,746 26,583
Other assets 57,314 53,639
---------- ----------
Total current assets 213,571 198,182
---------- ----------
Program rights 17,661 37,641
Property and equipment, net of accumulated depreciation 624,646 571,551
Intangible assets, net of accumulated amortization 38,788 36,935
Investments 66,973 64,985
Long-term notes and interest receivable 190,373 176,356
Other assets 17,716 10,162
---------- ----------
Total assets $1,169,728 $1,095,812
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 37,350 $ 37,400
Accounts payable and accrued liabilities 113,997 115,664
Income taxes payable 8,755 14,131
Program contracts payable 14,956 23,574
---------- ----------
Total current liabilities 175,058 190,769
---------- ----------
Long-term debt 336,115 302,644
Program contracts payable 17,291 34,058
Deferred income taxes 118,392 117,361
Other liabilities 20,598 18,866
Minority interest 14,156 13,008
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares
issued or outstanding - -
Class A common stock, $.01 par value, 300,000 and 150,000 shares
authorized, 45,239 and 41,301 shares issued and outstanding,
respectively 452 413
Class B common stock, $.01 par value, 150,000 and 65,000 shares
authorized, 54,706 and 53,608 shares issued, 51,441 and 50,498
shares outstanding, respectively 547 536
Additional paid-in capital 545,557 414,458
Retained earnings 9,991 68,353
Unearned restricted stock compensation (6,573) (2,798)
Treasury stock (61,856) (61,856)
---------- ----------
Total stockholders' equity 488,118 419,106
---------- ----------
Total liabilities and stockholders' equity $1,169,728 $1,095,812
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE> 7
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $83,286 $31,638
Amounts to reconcile net income to net cash flows
provided by (used in) operating activities:
Depreciation and amortization 21,286 17,355
Provision for deferred income taxes 1,120 1,741
Noncash interest income (9,942) -
Gain on sale of television station (73,850) -
Changes in:
Trade receivables (28,573) (16,660)
Program rights and program contracts payable (887) 5,911
Accounts payable and accrued liabilities 1,094 23,629
Other, net (9,445) (10,392)
------- -------
Net cash flows provided by (used in) operating activities (15,911) 53,222
------- -------
Cash Flows from Investing Activities:
Proceeds from sale of television station, net of selling costs paid 98,544 -
Purchases of property and equipment, net (76,541) (75,640)
Payment upon disposal of Fiesta Texas partnership interest (12,976) -
Investments in, advances to and distributions from affiliates, net (3,465) (2,131)
Other, net (4,629) (231)
------- -------
Net cash flows provided by (used in) investing activities 933 (78,002)
------- -------
Cash Flows from Financing Activities:
Repayment of long-term debt (37,475) (754)
Proceeds from issuance of long-term debt - 400
Net borrowings under revolving credit agreement 70,896 40,126
Proceeds from exercise of stock options, net 1,214 -
Dividends paid (16,569) (13,997)
------- -------
Net cash flows provided by financing activities 18,066 25,775
------- -------
Cash Flows from Discontinued Operations:
Operating activities - 4,504
Investing activities - (7,409)
Decrease in cash balance - 4,064
------- -------
Net cash flows provided by discontinued operations - 1,159
------- -------
Net change in cash 3,088 2,154
Cash, beginning of period 12,062 6,575
------- -------
Cash, end of period $15,150 $ 8,729
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
<PAGE> 8
GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
1. NET INCOME PER SHARE
The computations of net income per share are based on the weighted average
number of common and equivalent (stock options) shares assumed to be
outstanding during the periods. The share amounts used in the computation of
net income per share for the quarters ended June 30, 1996 and 1995 were
97,969,000 and 97,583,000, respectively, and for the six months ended June 30,
1996 and 1995 were 97,892,000 and 97,561,000, respectively. Net income per
share has been restated to reflect the effects of the stock dividend discussed
in Note 2.
2. STOCK DIVIDEND
A 5% stock dividend was paid by the Company on June 18, 1996 to stockholders of
record as of June 4, 1996. Net income per share and dividends per share in the
condensed consolidated statements of income have been restated to reflect the
effects of the stock dividend. Retained earnings was reduced by $125,078 as a
result of the stock dividend, in which approximately 4,742,000 additional
shares of the Company's common stock were issued.
8
<PAGE> 9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS SEGMENTS
Gaylord Entertainment Company operates in the following business segments:
entertainment, cable networks and broadcasting.
RESULTS OF OPERATIONS
The following table contains selected summary financial data for the three
month and six month periods ended June 30, 1996 and 1995 (in thousands, except
operating data):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, % June 30, %
1996 1995 CHANGE 1996 1995 CHANGE
-------- -------- ------ -------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Entertainment $ 93,817 $ 83,613 12.2 $140,084 $129,905 7.8
Cable networks 92,678 78,067 18.7 166,973 143,071 16.7
Broadcasting 22,785 35,384 (35.6) 41,080 64,636 (36.4)
-------- -------- ---- -------- -------- ----
TOTAL REVENUES $209,280 $197,064 6.2 $348,137 $337,612 3.1
======== ======== ==== ======== ======== ====
Operating cash flow:*
Entertainment $ 22,533 $ 15,754 43.0 $ 24,138 $ 18,276 32.1
Cable networks 26,849 24,154 11.2 45,660 42,016 8.7
Broadcasting 6,192 7,239 (14.5) 8,140 11,131 (26.9)
-------- -------- ---- -------- -------- ----
TOTAL OPERATING CASH FLOW $ 55,574 $ 47,147 17.9 $ 77,938 $ 71,423 9.1
======== ======== ==== ======== ======== ====
Operating income:
Entertainment $ 14,299 $ 9,210 55.3 $ 11,093 $ 7,398 49.9
Cable networks 23,452 21,735 7.9 39,375 37,391 5.3
Broadcasting 5,172 6,270 (17.5) 6,184 9,279 (33.4)
-------- -------- ---- -------- -------- ----
TOTAL OPERATING INCOME $ 42,923 $ 37,215 15.3 $ 56,652 $ 54,068 4.8
======== ======== ==== ======== ======== ====
Operating data:
Entertainment:
Opryland Hotel:
Occupancy rate 81.2% 85.8%
Average guest room rate $127.27 $130.63 (2.6)
Opryland theme park:
Attendance (in thousands) 675 738 (8.5)
Revenue per guest $ 29.60 $ 29.29 1.1
Cable networks:
Number of U.S. subscribers (in thousands):
The Nashville Network 65,345 62,382 4.7
Country Music Television 33,477 28,738 16.5
</TABLE>
* Operating income plus depreciation and amortization. Operating cash
flow represents an alternative method of measuring cash flows and is
not intended to represent cash available for dividends, reinvestment,
or other discretionary uses. Operating cash flow is not adjusted for
noncash expenses or changes in working capital, and is not derived
pursuant to generally accepted accounting principles.
9
<PAGE> 10
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
REVENUES
Total Revenues - Total revenues increased $12.2 million, or 6.2%, to $209.3
million in the second quarter of 1996, and increased $10.5 million, or 3.1%, to
$348.1 million in the first six months of 1996. The increases are primarily
attributable to continued growth in the cable networks segment and increased
revenues in the entertainment segment resulting from the expansion of the
Opryland Hotel. These increases were partially offset by decreases in revenues
from the broadcasting segment, which was primarily due to the sale of a
television station in January 1996.
Entertainment - Revenues in the entertainment segment increased $10.2 million,
or 12.2%, to $93.8 million in the second quarter of 1996, and increased $10.2
million, or 7.8%, to $140.1 million in the first six months of 1996. Opryland
Hotel revenues increased $10.9 million, or 15.0%, to $83.2 million in the first
six months of 1996, because of the additional rooms created from the hotel
expansion. The hotel's occupancy rate decreased to 81.2% in the first six
months of 1996 compared to 85.8% in the first six months of 1995 because of the
additional rooms available in 1996. Approximately 600 additional rooms became
available during the second quarter of 1996. The hotel's average guest room
rate also declined to $127.27 in the first six months of 1996 from $130.63 in
the first six months of 1995.
Cable Networks - Revenues increased $14.6 million, or 18.7%, to $92.7 million
in the second quarter of 1996, and increased $23.9 million, or 16.7%, to $167.0
million in the first six months of 1996. Advertising revenues increased 21.2%
during the second quarter of 1996 and increased 20.2% in the first six months
of 1996 at The Nashville Network ("TNN") due to higher advertising rates.
Subscriber revenues at TNN increased 7.0% in the second quarter of 1996 and
increased 9.7% in the first six months of 1996 due to an increase in the number
of U.S. subscribers to 65.3 million in June 1996 from 62.4 million in June
1995. Revenues related to the United States distribution of Country Music
Television ("CMT") increased 26.1% in the second quarter of 1996 and increased
24.1% in the first six months of 1996 due to growth in both advertising and
subscriber revenues. CMT subscribers increased to 33.5 million in June 1996
from 28.7 million in June 1995.
Broadcasting - Revenues decreased $12.6 million, or 35.6%, to $22.8 million in
the second quarter of 1996, and decreased $23.6 million, or 36.4%, to $41.1
million in the first six months of 1996. Broadcasting revenues were impacted
by the Company's sale of the assets of KHTV, a Houston, Texas, television
station, in January 1996. Excluding the operations of KHTV from both periods,
broadcasting revenues decreased 15.2% in the second quarter of 1996 and
decreased 15.0% in the first six months of 1996. The decline in broadcasting
revenues reflects a decrease in advertising inventory available for sale at the
Company's Dallas and Seattle-area television stations due to their affiliation
with the CBS television network. The affiliation with CBS was effective on
March 13, 1995 in Tacoma-Seattle and on July 2, 1995 in Ft. Worth-Dallas.
Revenues at the Company's Tacoma-Seattle television station also decreased in
the first six months of 1996 as a result of ratings pressures in its highly
competitive advertising environment.
10
<PAGE> 11
OPERATING EXPENSES
Total Operating Expenses - Total operating expenses increased $6.5 million, or
4.1%, to $166.4 million in the second quarter of 1996, and increased $7.9
million, or 2.8%, to $291.5 million in the first six months of 1996. Operating
costs, as a percentage of revenues, decreased to 59.6% during the first six
months of 1996 as compared to 61.5% during the first six months of 1995.
Selling, general and administrative expenses, as a percentage of revenues,
increased to 18.0% in the first six months of 1996 from 17.4% in the first six
months of 1995. Total operating expenses for 1995 include the operating
expenses of KHTV.
Operating Costs - Operating costs increased $1.4 million, or 1.2%, to $118.5
million in the second quarter of 1996, and remained unchanged from $207.5
million in the first six months of 1996. Excluding the operating costs of
KHTV included in 1995, operating costs increased by $7.0 million, or 6.3%, in
the second quarter of 1996, and increased $11.3 million, or 5.8%, in the first
six months of 1996. These increases are primarily attributable to the
continued growth in the cable networks segment, including a $5.8 million
increase in Group W Television, Inc. commissions at TNN, a $5.1 million
increase in programming costs at TNN, and a $1.4 million increase in operating
costs related to the expansion of CMT International during the first six months
of 1996. In addition, operating costs increased by $2.7 million during the
first six months of 1996 at the Opryland Hotel, primarily as a result of the
hotel expansion. These increases were partially offset by a $6.6 million
decrease in operating costs during the first six months of 1996 at the
Company's two remaining television stations due to lower programming costs
resulting from their affiliations with CBS.
Selling, General and Administrative - Selling, general and administrative
expenses increased $2.4 million, or 7.2%, to $35.2 million in the second
quarter of 1996, and increased $4.0 million, or 6.9%, to $62.7 million during
the first six months of 1996. Excluding the selling, general and
administrative expenses of KHTV included in 1995, selling, general and
administrative expenses increased $3.9 million, or 12.3%, in the second quarter
of 1996, and increased $7.2 million, or 13.0%, in the first six months of 1996.
The increases for the six month period are primarily attributable to a $2.7
million increase in selling and promotion costs for CMT's United States
operations, a $1.6 million increase in administrative costs at the Opryland
Hotel, and a $1.2 million increase in administrative costs at TNN.
Depreciation and Amortization - Depreciation and amortization increased $2.7
million, or 27.4%, to $12.7 million in the second quarter of 1996, and
increased $3.9 million, or 22.7%, to $21.3 million in the first six months of
1996. The increases are attributable to capital improvements at the Opryland
Hotel and growth in the cable networks segment.
Operating Income
Total Operating Income - Total operating income increased $5.7 million, or
15.3%, to $42.9 million in the second quarter of 1996, and increased $2.6
million, or 4.8%, to $56.7 million during the first six months of 1996. These
increases reflect higher operating income in the entertainment segment and
cable networks segment offset by decreases in the broadcasting segment. The
entertainment segment increases are primarily related to greater operating
income generated by the Opryland Hotel expansion. The cable networks increases
are a result of the continued growth of TNN and CMT. These increases were
partially offset by lower operating income in the broadcasting segment due
primarily to the sale of KHTV and the decline in revenues at the Company's
Tacoma-Seattle television station as discussed above.
11
<PAGE> 12
INTEREST EXPENSE
Interest expense increased $3.8 million to $4.4 million in the second quarter
of 1996, and increased $6.4 million to $7.6 million in the first six months of
1996. A significant portion of the Company's interest expense for 1995 was
attributable to the Company's cable television systems segment (the "Systems")
prior to its sale in September 1995. In accordance with generally accepted
accounting principles, such interest was allocated to the Systems and is
therefore not included in income from continuing operations. The Company's
weighted average interest rate on its bank debt and senior notes combined was
6.9% in the first six months of 1996 compared to 7.2% in the first six months
of 1995.
INTEREST INCOME
Interest income increased $5.2 million to $5.7 million in the second quarter of
1996, and increased $10.4 million to $11.3 million in the first six months of
1996. This increase primarily results from $5.0 million for the second quarter
of 1996, and $9.9 million for the first six months of 1996, of noncash interest
income recorded on a long-term note receivable from the sale of the Systems.
OTHER GAINS (LOSSES)
In January 1996, the Company sold its Houston, Texas, television station, KHTV,
for $99.5 million, including certain working capital adjustments of
approximately $6.0 million. The sale resulted in a pretax gain of $73.9
million which is included in other gains (losses) for the first six months of
1996.
INCOME TAXES
The Company's provision for income taxes was $14.2 million for the second
quarter of 1996 compared to $13.8 million for the second quarter of 1995, and
$50.0 million for the first six months of 1996 compared to $19.8 million for
the first six months of 1995. The Company's effective tax rate on its income
before provision for income taxes was 33.0% for the second quarter of 1996
compared to 38.5% for the second quarter of 1995, and 37.5% for the first six
months of 1996 compared to 38.5% for the first six months of 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company currently projects capital expenditures of approximately $140
million for 1996, approximately $77 million of which had been spent as of June
30, 1996. In addition to normal upkeep of the Company's properties, this
amount includes the completion of the Opryland Hotel expansion and the opening
of four racing-themed retail stores. The Company believes that the funds
generated from its operations will exceed the amount required to fund its
operations, debt service, and dividends. The Company has an unsecured
revolving loan (the "Revolver") which provides for borrowings of up to $400
million until its maturity on December 31, 2000. At July 31, 1996, the Company
had approximately $190 million in available borrowing capacity under the
Revolver. The Company used the cash proceeds from the sale of KHTV to reduce
indebtedness under the Revolver.
SEASONALITY
Certain of the Company's businesses are subject to seasonal fluctuation. In
general, lower revenues and operating income are generated in the first
quarter, which is the off-peak season for the Company's entertainment and
tourism properties. The Opryland theme park produces most of its revenues and
operating income in the summer months. Revenues from the Company's
broadcasting segment have also been weakest in the first quarter and strongest
in the second and fourth quarters.
12
<PAGE> 13
Part II - Other Information
Item 1. Legal Proceedings
Inapplicable
Item 2. Changes in Securities
Effective May 6, 1996, the Company's Restated
Certificate of Incorporation was amended to increase the
authorized shares of Class A Common Stock from 150,000,000
to 300,000,000 and Class B Common Stock from 65,000,000 to
150,000,000. The additional authorized shares of Class A
Common Stock may be issued by the Board of Directors, at
their discretion without stockholder approval, except as may
be required by law or New York Stock Exchange Rules. The
additional authorized shares of Class B Common Stock may be
issued only in connection with stock dividends and stock
splits.
Item 3. Defaults Upon Senior Securities
Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on
May 2, 1996 (the "Annual Meeting"). At the Annual Meeting
the stockholders of the Company voted to elect three Class
II Directors, Martin C. Dickinson, Christine Gaylord
Everest, and Joe M. Rodgers, for three-year terms and until
their successors are duly elected and qualified. The
following table sets forth the number of votes cast for and
withheld/abstained with respect to each of the nominees:
<TABLE>
<CAPTION>
Withheld/
Nominee For Abstained
------- ----------- ---------
<S> <C> <C>
Martin C. Dickinson 247,497,592 712,032
Christine Gaylord Everest 247,494,201 715,423
Joe M. Rodgers 247,496,254 713,370
</TABLE>
The stockholders of the Company also voted to amend the
Company's Restated Certificate of Incorporation to increase
the number of authorized Class A Common Shares from
150,000,000 to 300,000,000 and the number of authorized
Class B Common Shares from 65,000,000 to 150,000,000. Class
A stockholders and Class B stockholders voted separately.
Among the Class A stockholders, a total of 25,771,970 votes
were cast for the proposal, 8,177,484 votes were cast
against the proposal, with 66,885 votes abstaining with
respect to the proposal. Among the Class B stockholders, a
total of 208,344,975 votes were cast for the proposal,
85,825 votes were cast against the proposal, and 5,765,725
votes abstained with respect to the proposal. There were
no broker nonvotes with respect to the proposal.
The third proposal submitted to the stockholders of the
Company was the appointment of Arthur Andersen LLP as the
independent public accountants for the Company in 1996. A
total of 248,117,395 votes were cast for such proposal,
65,003 votes were cast against such proposal, and 27,226
votes abstaining with respect to such proposal.
13
<PAGE> 14
The fourth proposal voted upon was submitted by a
stockholder regarding the site of future Annual Meetings.
A total of 5,338,159 votes were cast for the proposal,
236,284,624 votes were cast against the proposal, and
1,231,044 votes abstained with respect to the proposal.
There were 5,355,797 broker nonvotes with respect to the
proposal.
Item 5. Other Information
Inapplicable
Item 6. Exhibits and Reports on Form 8-K
(a) See Index to Exhibits on page 16.
(b) No reports on Form 8-K were filed during the
quarter ended June 30, 1996.
14
<PAGE> 15
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: August 13, 1996 By: /s/ Terry E. London
--------------- ------------------------------------
Terry E. London
Senior Vice President and Chief
Financial and Administrative Officer
15
<PAGE> 16
INDEX TO EXHIBITS
PAGE NO.
--------
27 Financial Data Schedule (for SEC use only) 17
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GAYLORD ENTERTAINMENT COMPANY FOR THE SIX MONTHS ENDED
JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 15,150
<SECURITIES> 0
<RECEIVABLES> 131,445
<ALLOWANCES> 3,084
<INVENTORY> 0
<CURRENT-ASSETS> 213,571
<PP&E> 624,646
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,169,728
<CURRENT-LIABILITIES> 175,058
<BONDS> 373,465
0
0
<COMMON> 999
<OTHER-SE> 487,119
<TOTAL-LIABILITY-AND-EQUITY> 1,169,728
<SALES> 348,137
<TOTAL-REVENUES> 348,137
<CGS> 0
<TOTAL-COSTS> 291,485
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,553
<INCOME-PRETAX> 133,249
<INCOME-TAX> 49,963
<INCOME-CONTINUING> 83,286
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83,286
<EPS-PRIMARY> 0.85
<EPS-DILUTED> 0
</TABLE>
