UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

GAYLORD ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware		1-13079		73-0664379
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer
				Identification No.)

One Gaylord Drive
Nashville, Tennessee		37214
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 316-6000

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On November 2, 2010, Gaylord Entertainment Company issued a press release announcing its financial results for the quarter ended September 30, 2010. A copy of the press release is furnished herewith as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

99.1

Press Release of Gaylord Entertainment Company dated November 2, 2010

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GAYLORD ENTERTAINMENT COMPANY
Date: November 2, 2010		By: /s/ Carter R. Todd
		Name:		Carter R. Todd
		Title:		Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

99.1

Press Release of Gaylord Entertainment Company dated November 2, 2010

Exhibit 99.1

GAYLORD ENTERTAINMENT COMPANY REPORTS THIRD QUARTER
2010 RESULTS

— Adjusted Gaylord Hotels (excluding Gaylord Opryland, but including the Radisson) RevPAR
increased 11.0 percent and Adjusted Gaylord Hotels Total RevPAR increased 15.1 percent in the
Third Quarter of 2010 —

— Advance group bookings remain strong —

NASHVILLE, Tenn. (November 2, 2010) — Gaylord Entertainment Co. (NYSE: GET) today reported its financial results for the third quarter of 2010. Highlights from the third quarter include:

•

Consolidated revenue decreased 20.3 percent to $158.3 million in the third quarter of 2010 from $198.5 million in the same period last year, and included the impact of the temporary closure of Gaylord Opryland and certain of the Company’s other Nashville-based assets due to the flood damage suffered on May 3, 2010. Adjusted Gaylord Hotels total revenue (which excludes Gaylord Opryland, but includes the Radisson) increased 15.2 percent to $146.8 million in the third quarter of 2010 compared to $127.5 million in the prior-year quarter. Adjusted Gaylord Hotels and adjusted hospitality segment results exclude Gaylord Opryland, but include the Radisson for all periods presented unless specifically noted otherwise. Adjusted Gaylord Hotels revenue per available room1 (“RevPAR”) increased 11.0 percent and Adjusted Gaylord Hotels total revenue per available room2 (“Total RevPAR”) increased 15.1 percent in the third quarter of 2010 compared to the third quarter of 2009. Adjusted Gaylord Hotels Total RevPAR performance in the third quarter of 2010 was impacted by increases in outside the room revenue and by declines in attrition and cancellation fee revenues which were elevated throughout 2009, but declined in the first nine months of 2010 as occupancy levels recovered and demand built. Adjusted Gaylord Hotels Total RevPAR for the third quarter of 2010 included attrition and cancellation fees of approximately $1.6 million collected during the quarter compared to $3.8 million collected in the prior-year quarter.

	•		Loss from continuing operations was $31.8 million, or a loss of $0.67 per diluted share (based on 47.2 million weighted average shares outstanding) in the third quarter of 2010 compared to a loss from continuing operations of $6.3 million, or $0.15 per diluted share, in the prior-year quarter (based on 41.1 million weighted average shares outstanding). Loss from continuing operations in the third quarter of 2010 included $6.0 million in pre-tax casualty loss expenses associated with the flood damage at the Company’s Nashville properties, as well as $25.5 million in preopening costs associated with efforts to reopen the Nashville properties. Casualty loss and preopening costs have been segregated from the normal operating costs of the Company and presented separately in the accompanying financial information. Loss from continuing operations in the third quarter of 2010 also included a pre-tax $2.5 million non-cash charge to recognize compensation expense related to amendments to certain executives’ restricted stock unit agreements. Loss from continuing operations in the third quarter of 2009 included a pre-tax $3.0 million non-cash charge to recognize compensation expense related to the surrender of certain executives’ stock options.
	•		Adjusted EBITDA3, which includes casualty and preopening costs, was a loss of $7.4 million in the third quarter of 2010 compared to income of $35.9 million in the prior-year quarter.
	•		Consolidated Cash Flow4 (“CCF”) decreased 46.8 percent to $21.9 million in the third quarter of 2010 compared to $41.1 million in the same period last year. CCF in the third quarter of 2010 was reduced by a casualty loss impact of $4.8 million, as well as approximately $2.5 million in expense associated with amendments to certain executives’ restricted stock unit agreements.
	•		Gaylord Hotels (including Gaylord Opryland) gross advance group bookings in the third quarter of 2010 for all future periods were 433,980 room nights, a decrease of 11.9 percent when compared to the same period last year. Net of attrition and cancellations, advance bookings in the third quarter of 2010 for all future periods were 240,793 room nights, a decrease of 23.3 percent when compared to the same period last year.

Colin V. Reed, chairman and chief executive officer of Gaylord Entertainment, stated, “The Gaylord brand continued to perform well during the quarter. Our Adjusted Gaylord Hotels financial metrics, which exclude Gaylord Opryland but include the Radisson, showed improvements in RevPAR, Total RevPAR, CCF, and CCF Margin⁴. These results are positive indicators that both the group customer and the transient leisure customer are growing more confident that the economic environment is improving.

“Our Adjusted Gaylord Hotels RevPAR and Total RevPAR performance is especially encouraging given the fact that pricing remains somewhat pressured in the short-term. However, we believe that rates will

begin to improve in the coming quarters as hospitality sector conditions continue to stabilize. We also had another solid quarter for advance bookings, as we booked 433,980 gross advance room nights. Although this number represents a decrease compared to our exceptionally strong third quarter last year when we booked almost 500,000 gross room nights, it does not include in-the-year for-the-year bookings that we would have had at Gaylord Opryland if the property had not been closed due to flood-related damage. For the first three quarters of 2010, we have booked over 692,000 net advance group room nights across our hotels for all future periods. This includes the impact of the flood cancellations at Gaylord Opryland and reflects an 18 percent increase over our net production in the first three quarters of 2009. As of September 30^th, we have over 4.8 million net room nights booked for all future years. These are strong, positive signs of our customers’ long-term loyalty to our brand and appreciation for the value of the unique offerings we provide.”

Segment Operating Results

Hospitality

Key components of the Company’s hospitality segment performance in the third quarter of 2010 include:

	•		Adjusted Gaylord Hotels RevPAR increased 11.0 percent to $117.66 in the third quarter of 2010 compared to $105.99 in the prior-year quarter. Adjusted Gaylord Hotels Total RevPAR increased 15.1 percent to $305.97 in the third quarter compared to $265.75 in the prior-year quarter.
	•		Adjusted Gaylord Hotels CCF increased 22.3 percent in the third quarter to $39.3 million compared to $32.1 million in the prior-year quarter. Adjusted Gaylord Hotels CCF Margin increased 160 basis points to 26.8 percent in the third quarter of 2010 compared to 25.2 percent for the same period last year.
	•		Adjusted Gaylord Hotels attrition that occurred for groups that traveled in the third quarter of 2010 was 12.0 percent of the agreed-upon room block compared to 14.7 percent for the same period in 2009. Adjusted Gaylord Hotels in-the-year for-the-year cancellations in the third quarter of 2010 totaled 12,593 room nights compared to 9,692 in the same period of 2009. Adjusted Gaylord Hotels attrition and cancellation fee collections totaled $1.6 million in the third quarter of 2010 compared to $3.8 million for the same period in 2009.

Reed continued, “Our profitability was solid again this quarter, with an Adjusted Gaylord Hotels CCF Margin of 26.8 percent, which is 1.6 percentage points higher than the same period last year. As expected, attrition and cancellation fees declined 57.1 percent, which highlights the strength of our revenue, CCF, and CCF Margin performance.”

At the property level, Gaylord Palms posted revenue of $34.3 million in the third quarter of 2010, a 12.9 percent increase compared to $30.4 million in the prior-year quarter, driven primarily by an 11.0 percentage point increase in occupancy and outside the room spend. The occupancy increase was largely driven by an increase in group business. Average Daily Rate (“ADR”) declined 6.6 percent compared to the third quarter of 2009, as group ADR was impacted by lower contracted rates of groups transferred from Gaylord Opryland and the impact of the significant growth in room supply in the Orlando market over the past 18 months. Third quarter 2010 RevPAR increased 10.5 percent to $100.75 compared to $91.19 in the prior-year quarter. Total RevPAR in the third quarter of 2010 increased 12.9 percent to $265.00 compared to $234.75 in the prior-year quarter. CCF in the third quarter of 2010 increased to $6.6 million compared to $5.7 million in the prior-year quarter, resulting in a CCF Margin of 19.4 percent, an 80 basis point increase compared to 18.6 percent in the prior-year quarter.

Gaylord Texan revenue was $44.1 million in the third quarter of 2010, an increase of 11.6 percent from $39.5 million in the prior-year quarter, driven by an increase in ADR and outside the room revenue. Occupancy for the third quarter of 2010 decreased slightly by 0.3 percentage points compared to the third quarter of 2009. RevPAR in the third quarter of 2010 increased 4.0 percent to $113.46 when compared to $109.13 in the prior-year quarter due to the increase in ADR. Total RevPAR increased 11.6 percent in the third quarter of 2010 to $317.34 compared to $284.38 in the prior-year quarter, driven by an increase in food and beverage revenue. CCF increased 30.9 percent to $14.3 million in the third quarter of 2010, versus $10.9 million in the prior-year quarter, resulting in a 32.3 percent CCF Margin, a 480 basis point increase over the prior-year quarter.

Gaylord National generated revenue of $67.1 million in the third quarter of 2010, a 19.7 percent increase when compared to the prior-year quarter of $56.0 million, due to a significant increase in occupancy, partially offset by a decrease in ADR. Occupancy for the third quarter of 2010 was up 16.7 percentage points to 83.3 percent when compared to 66.6 percent in the prior-year quarter, driven by a decrease in group attrition and the transfer of rooms from Gaylord Opryland. The rooms transferred to Gaylord National as a result of the flooding in Nashville in May were honored at the price originally contracted with Gaylord Opryland and were priced lower than the Washington, D.C. market rate. This rate differential contributed to the 5.5 percent decline in ADR. RevPAR in the third quarter of 2010 increased 18.2 percent to $144.98 when compared to $122.68 in the prior-year quarter. Total RevPAR increased 19.7 percent to $365.29 in the third quarter of 2010 when compared to $305.05 in the prior-year quarter. CCF increased 20.2 percent to $18.3 million in the third quarter of 2010 when compared to $15.2 million

in the prior-year quarter. CCF Margin was flat at 27.3 percent in the third quarter when compared to 27.2 percent in the prior-year quarter.

Gaylord Opryland remained closed throughout the third quarter due to flood-related damage. The property is scheduled to reopen on November 15, 2010.

Reed continued, “While the flooding in May represented some significant challenges for our Company and the city of Nashville as a whole, we are proud of how our team responded. The intense efforts of our STARS and our entire team has paid off, and after successfully reopening the Grand Ole Opry at the end of September, we are on pace to reopen Gaylord Opryland on time in mid-November as planned. We are also currently anticipating that the total costs associated with the restoration and reopening of the property will be within the original budget projections we communicated in early June. The fact that we have been able to accomplish this work in such a short period of time and within our budget is a testament to the strong culture that defines our brand, and we are looking forward to welcoming our customers back this month to what we believe they will consider an even more extraordinary property.”

Opry and Attractions

Opry and Attractions segment revenue decreased 33.2 percent to $11.0 million in the third quarter of 2010, compared to $16.5 million in the year-ago quarter. The segment’s CCF decreased to $1.1 million in the third quarter of 2010 from $3.8 million in the prior-year quarter. Opry and Attractions revenue and CCF in the third quarter of 2010 was impacted by the flood damage and temporary closure of certain of Gaylord’s Nashville assets, and a reduction in visitor volume due to the closure of Gaylord Opryland. On September 28, 2010 the Grand Ole Opry show and broadcast returned to its permanent location at the rebuilt and fully-restored Grand Ole Opry House.

Corporate and Other

Corporate and Other operating loss totaled $17.3 million in the third quarter of 2010 compared to an operating loss of $15.0 million in the same period last year. Corporate and Other CCF in the third quarter of 2010 decreased $4.9 million to a loss of $14.1 million compared to a loss of $9.2 million in the same period last year. Third quarter 2010 CCF included approximately $2.5 million in expense associated with amendments to certain executives’ restricted stock unit agreements. For each quarter, the difference between Corporate and Other operating loss and Corporate and Other CCF was primarily due to depreciation and amortization expense and non-cash stock option expense.

Casualty Loss

Net casualty loss expense as a result of the flooding for the third quarter of 2010 totaled $6.0 million. This amount included $1.2 million in non-cash impairment expense related to the write-off of flood-damaged assets, $2.9 million in site remediation expense, $1.1 million in non-capitalized repairs, $0.5 million of other flood-related casualty loss expense and $0.4 million of continuing costs related to the flood-impacted businesses. Casualty loss CCF in the third quarter of 2010 was a loss of $4.8 million.

Development Update

Gaylord Entertainment’s planned resort and convention hotel in Mesa, Arizona remains in the very early stages of planning, and specific details of the property and budget have not yet been determined. The Company anticipates that any expenditure associated with the project will not have a material financial impact in the near-term. With the rebuild and reopening efforts at Gaylord Opryland nearly complete, the Company is increasing its efforts to identify and evaluate opportunities for new unit growth.

Liquidity

As of September 30, 2010, the Company had long-term debt outstanding, including current portion, of $1,157.3 million and unrestricted cash of $135.9 million. At the end of the third quarter of 2010, $300 million of borrowings were undrawn under the Company’s $1.0 billion credit facility, and the lending banks had issued $8.6 million in letters of credit, which left $291.4 million of availability under the credit facility.

Outlook

The following business performance outlook is based on current information as of November 2, 2010. The Company does not expect to update the guidance provided below before next quarter’s earnings release. However, the Company may update its full business outlook or any portion thereof at any time for any reason.

Reed concluded, “We are encouraged by the positive signs we continued to see across our business this quarter, particularly the growth in outside the room revenue and improvements in RevPAR and Total RevPAR. These are indicators that the environment is improving and our customers are feeling more confident about spending at our properties and taking advantage of our diverse outside the room offerings. Our strong bookings for future years and the improvements we are seeing in 2011 and 2012 pricing also increase our confidence that our business is well positioned as we look to the future.

“Given our performance thus far and the room nights we have secured for the remainder of 2010, we are reiterating our consolidated CCF guidance for $140-$158 million for full year 2010. Additionally, the performance of our business in 2010 coupled with the bookings and rate data currently on the books for 2011 provides a basis upon which to issue guidance for 2011, which will include Gaylord Opryland at full operational capacity. We are providing 2011 guidance for Adjusted Gaylord Hotels (which excludes Gaylord Opryland, but includes the Radisson) as a RevPAR increase of 7.5 to 9.5 percent and a Total RevPAR increase of 6.5 to 8.5 percent year-over-year. We are providing 2011 guidance for Gaylord Opryland as a RevPAR increase of 13.0 to 15.0 percent and a Total RevPAR increase of 9.0 to 11.0 percent year-over-year. It is important to note that the RevPAR and Total RevPAR growth guidance for Gaylord Opryland is based on a partial year of operation in 2010 due to the flooding in May. Shifting to CCF guidance, as occupancy levels have continued to rise, we have been successful in prudently managing our costs and driving solid profitability margins. Based on our performance, we are providing full year 2011 CCF guidance for Adjusted Gaylord Hotels (which excludes Gaylord Opryland, but includes the Radisson) of $178-$185 million. This includes the impact of a rooms renovation at Gaylord Palms which will result in 39,900 room nights being out of service for 2011. For Gaylord Opryland we are providing 2011 CCF guidance of $73-$77 million. Our 2011 CCF guidance for Opry and Attractions is $12-$14 million and Corporate & Other guidance for CCF in 2011 is a loss of $(48)-$(46) million.

“As the Grand Ole Opry House successfully reopened on September 28, 2010 and we are tracking well against both our budget and our rebuild schedule to successfully reopen Gaylord Opryland on November 15, 2010, we are also reiterating guidance for these and our other flood-damaged Nashville assets.”

		Full Year
		2011 Guidance
Consolidated Cash Flow
Adjusted Gaylord Hotels		$	178 — 185 Million
Gaylord Opryland		$	73 — 77 Million
Opry and Attractions		$	12 — 14 Million
Corporate and Other		$	(48 — 46) Million
Totals		$	215 — 230 Million
Adjusted Gaylord Hotels RevPAR			7.5% — 9.5	%
Adjusted Gaylord Hotels Total RevPAR			6.5% — 8.5	%
Gaylord Opryland RevPAR			13.0% — 15.0	%
Gaylord Opryland Total RevPAR			9.0% — 11.0	%

Note: Adjusted Gaylord Hotels in the guidance table above excludes Gaylord Opryland, but includes the Radisson; additionally the guidance above assumes 39,900 room nights out of service in 2011 due to the renovation of rooms at Gaylord Palms and 14,240 room nights out of service in 2011 due to the renovation of rooms at the Radisson located in Nashville.

Webcast and Replay

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

About Gaylord Entertainment

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

This press release contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with the flood damage to Gaylord Opryland and our other Nashville-area Gaylord facilities, which include significant revenue losses and costs associated with the hotel closure and the rebuilding effort, which, in the aggregate, will exceed the coverage under the Company’s insurance policies; risks inherent in the construction process, including significant financial commitments, the risk of fluctuations in the costs of materials and labor and diversion of management time and attention; effects of the hotel closure including the possible loss of experienced employees, the loss of customer goodwill, uncertainty of future hotel bookings and other negative factors yet to be determined, and risks associated with compliance with the Company’s $1.0 billion credit facility; economic conditions affecting the hospitality

business generally, rising labor and benefits costs, the timing of any new development projects, increased costs and other risks associated with building and developing new hotel facilities, the geographic concentration of our hotel properties, business levels at the Company’s hotels, our ability to successfully operate our hotels and our ability to obtain financing for new developments. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the Securities and Exchange Commission and include the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Investor Relations Contacts:		Media Contacts:
Mark Fioravanti, Senior Vice President and Chief Financial Officer		Brian Abrahamson, Vice President of Corporate Communications
Gaylord Entertainment		Gaylord Entertainment
615-316-6588		(615) 316-6302
mfioravanti@gaylordentertainment.com		babrahamson@gaylordentertainment.com
~or~		~or~
Patrick Chaffin, Vice President of Strategic Planning and Investor Relations		Josh Hochberg or Dan Zacchei
Gaylord Entertainment		Sloane & Company
615-316-6282		(212) 446-1892 or (212) 446-1882
pchaffin@gaylordentertainment.com		jhochberg@sloanepr.com or dzacchei@sloanepr.com

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(In thousands, except per share data)

		Three Months Ended								Nine Months Ended
		Sep. 30,								Sep. 30,
		2010				2009				2010				2009
Revenues		$	158,272			$	198,513			$	556,632			$	626,253
Operating expenses:
Operating costs			98,498				121,895				333,799				377,834
Selling, general and administrative (a)			35,648				40,723				113,838				127,027
Casualty loss			6,014				—				37,361				—
Preopening costs			25,474				—				31,714				—
Depreciation and amortization			25,254				29,476				78,276				86,184
Operating (loss) income			(32,616	)			6,419				(38,356	)			35,208
Interest expense, net of amounts capitalized			(20,334	)			(18,676	)			(60,929	)			(55,505	)
Interest income			3,344				3,382				9,852				11,411
Income from unconsolidated companies			—				30				117				147
Net gain on extinguishment of debt			—				—				1,299				24,726
Other gains and (losses), net			377				(84	)			217				3,420
(Loss) income before provision for income taxes			(49,229	)			(8,929	)			(87,800	)			19,407
(Benefit) provision for income taxes			(17,403	)			(2,656	)			(28,125	)			11,758
(Loss) income from continuing operations			(31,826	)			(6,273	)			(59,675	)			7,649
Income (loss) from discontinued operations, net of taxes			46				(6,628	)			3,325				(7,072	)
Net (loss) income		$	(31,780	)		$	(12,901	)		$	(56,350	)		$	577
Basic net (loss) income per share:
(Loss) income from continuing operations		$	(0.67	)		$	(0.15	)		$	(1.27	)		$	0.19
(Loss) income from discontinued operations, net of taxes			—				(0.16	)			0.07				(0.18	)
Net (loss) income		$	(0.67	)		$	(0.31	)		$	(1.20	)		$	0.01
Fully diluted net (loss) income per share:
(Loss) income from continuing operations		$	(0.67	)		$	(0.15	)		$	(1.27	)		$	0.19
(Loss) income from discontinued operations, net of taxes			—				(0.16	)			0.07				(0.18	)
Net (loss) income		$	(0.67	)		$	(0.31	)		$	(1.20	)		$	0.01
Weighted average common shares for the period (b):
Basic			47,173				41,091				47,095				40,979
Fully-diluted			47,173				41,091				47,095				41,209

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
(In thousands)

		Sep. 30,				Dec. 31,
		2010				2009
ASSETS
Current assets:
Cash and cash equivalents — unrestricted		$	135,946			$	180,029
Cash and cash equivalents — restricted			1,150				1,150
Trade receivables, net			40,381				39,864
Income tax receivable			36,458				28,796
Deferred income taxes			2,328				2,525
Other current assets			57,015				50,768
Current assets of discontinued operations			63				2,444
Total current assets			273,341				305,576
Property and equipment, net of accumulated depreciation			2,152,502				2,149,782
Notes receivable, net of current portion			139,873				142,311
Long-term deferred financing costs			13,860				18,081
Other long-term assets			46,825				44,858
Long-term assets of discontinued operations			388				415
Total assets		$	2,626,789			$	2,661,023
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations		$	1,222			$	1,814
Accounts payable and accrued liabilities			173,148				148,660
Estimated fair value of derivative liabilities			17,368				—
Current liabilities of discontinued operations			483				3,872
Total current liabilities			192,221				154,346
Long-term debt and capital lease obligations, net of current portion			1,156,039				1,176,874
Deferred income taxes			112,249				100,590
Estimated fair value of derivative liabilities			55				25,661
Other long-term liabilities			129,093				124,377
Long-term liabilities of discontinued operations			451				491
Stockholders’ equity			1,036,681				1,078,684
Total liabilities and stockholders’ equity		$	2,626,789			$	2,661,023

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL RESULTS
Unaudited
(in thousands, except operating metrics)

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

		Three Months Ended Sep. 30,																Nine Months Ended Sep. 30,
		2010								2009								2010								2009
		$				Margin				$				Margin				$				Margin				$				Margin
Consolidated
Revenue		$	158,272				100.0	%		$	198,513				100.0	%		$	556,632				100.0	%		$	626,253				100.0	%
Net (loss) income		$	(31,780	)			-20.1	%		$	(12,901	)			-6.5	%		$	(56,350	)			-10.1	%		$	577				0.1	%
(Income) loss from discontinued operations, net of taxes			(46	)			0.0	%			6,628				3.3	%			(3,325	)			-0.6	%			7,072				1.1	%
(Benefit) provision for income taxes			(17,403	)			-11.0	%			(2,656	)			-1.3	%			(28,125	)			-5.1	%			11,758				1.9	%
Other (gains) and losses, net			(377	)			-0.2	%			84				0.0	%			(217	)			0.0	%			(3,420	)			-0.5	%
Net gain on extinguishment of debt			—				0.0	%			—				0.0	%			(1,299	)			-0.2	%			(24,726	)			-3.9	%
Income from unconsolidated companies			—				0.0	%			(30	)			0.0	%			(117	)			0.0	%			(147	)			0.0	%
Interest expense, net			16,990				10.7	%			15,294				7.7	%			51,077				9.2	%			44,094				7.0	%
Operating (loss) income			(32,616	)			-20.6	%			6,419				3.2	%			(38,356	)			-6.9	%			35,208				5.6	%
Depreciation & amortization			25,254				16.0	%			29,476				14.8	%			78,276				14.1	%			86,184				13.8	%
Adjusted EBITDA			(7,362	)			-4.7	%			35,895				18.1	%			39,920				7.2	%			121,392				19.4	%
Pre-opening costs			25,474				16.1	%			—				0.0	%			31,714				5.7	%			—				0.0	%
Impairment charges			1,192				0.8	%			—				0.0	%			42,733				7.7	%			—				0.0	%
Other non-cash expenses			1,480				0.9	%			1,504				0.8	%			4,438				0.8	%			4,514				0.7	%
Stock option expense			664				0.4	%			3,746				1.9	%			2,119				0.4	%			6,994				1.1	%
Other gains and (losses), net			377				0.2	%			(84	)			0.0	%			217				0.0	%			3,420				0.5	%
Loss on sales of assets			65				0.0	%			84				0.0	%			339				0.1	%			139				0.0	%
CCF		$	21,890				13.8	%		$	41,145				20.7	%		$	121,480				21.8	%		$	136,459				21.8	%
Adjusted Hospitality segment (excludes Gaylord Opryland and Other, includes Nashville Radisson) (a)
Revenue		$	146,828				100.0	%		$	127,503				100.0	%		$	447,582				100.0	%		$	418,801				100.0	%
Operating income			20,605				14.0	%			10,861				8.5	%			73,536				16.4	%			59,695				14.3	%
Depreciation & amortization			16,968				11.6	%			19,576				15.4	%			50,999				11.4	%			56,821				13.6	%
Other non-cash expenses			1,480				1.0	%			1,504				1.2	%			4,438				1.0	%			4,514				1.1	%
Stock option expense			236				0.2	%			189				0.1	%			662				0.1	%			729				0.2	%
Other gains and (losses), net			—				0.0	%			(7	)			0.0	%			(247	)			-0.1	%			(149	)			0.0	%
Loss on sales of assets			—				0.0	%			7				0.0	%			247				0.1	%			42				0.0	%
CCF		$	39,289				26.8	%		$	32,130				25.2	%		$	129,635				29.0	%		$	121,652				29.0	%
Galyord Palms, Texan and National (excludes Gaylord Opryland, Nashville Radisson and Other) (a)
Revenue		$	145,474				100.0	%		$	125,914				100.0	%		$	443,224				100.0	%		$	413,551				100.0	%
Operating income			20,657				14.2	%			10,663				8.5	%			73,288				16.5	%			58,989				14.3	%
Depreciation & amortization			16,815				11.6	%			19,412				15.4	%			50,529				11.4	%			56,332				13.6	%
Other non-cash expenses			1,480				1.0	%			1,504				1.2	%			4,438				1.0	%			4,514				1.1	%
Stock option expense			236				0.2	%			189				0.2	%			662				0.1	%			729				0.2	%
Other gains and (losses), net			—				0.0	%			(7	)			0.0	%			(247	)			-0.1	%			(149	)			0.0	%
Loss on sales of assets			—				0.0	%			7				0.0	%			247				0.1	%			42				0.0	%
CCF		$	39,188				26.9	%		$	31,768				25.2	%		$	128,917				29.1	%		$	120,457				29.1	%
Gaylord Opryland (a)
Revenue		$	10				100.0	%		$	54,495				100.0	%		$	75,642				100.0	%		$	164,334				100.0	%
Operating (loss) income			(28,604	)			n/a				8,101				14.9	%			(27,498	)			-36.4	%			18,429				11.2	%
Depreciation & amortization			4,862				n/a				6,164				11.3	%			16,403				21.7	%			18,351				11.2	%
Pre-opening costs			23,752				n/a				—				0.0	%			29,831				39.4	%			—				0.0	%
Stock option expense			—				0.0	%			106				0.2	%			154				0.2	%			449				0.3	%
Other gains and (losses), net			(7	)			-70.0	%			—				0.0	%			(6	)			0.0	%			—				0.0	%
Loss on sales of assets			7				70.0	%			—				0.0	%			6				0.0	%			—				0.0	%
CCF		$	10				100.0	%		$	14,371				26.4	%		$	18,890				25.0	%		$	37,229				22.7	%
Other Hospitality (a)
Revenue		$	396				100.0	%		$	23				100.0	%		$	625				100.0	%		$	38				100.0	%
Operating income (loss)			339				85.6	%			(139	)			-604.3	%			478				76.5	%			(273	)			-718.4	%
Depreciation & amortization			36				9.1	%			136				591.3	%			126				20.2	%			242				636.8	%
Other gains and (losses), net			—				0.0	%			(62	)			-269.6	%			—				0.0	%			(54	)			-142.1	%
Loss on sales of assets			—				0.0	%			62				269.6	%			—				0.0	%			54				142.1	%
CCF		$	375				94.7	%		$	(3	)			-13.0	%		$	604				96.6	%		$	(31	)			-81.6	%
Opry and Attractions segment (a)
Revenue		$	11,011				100.0	%		$	16,472				100.0	%		$	32,702				100.0	%		$	43,010				100.0	%
Operating (loss) income			(1,630	)			-14.8	%			2,643				16.0	%			(1,537	)			-4.7	%			2,863				6.7	%
Depreciation & amortization			1,019				9.3	%			1,121				6.8	%			3,439				10.5	%			3,494				8.1	%
Pre-opening costs			1,722				15.6	%			—				0.0	%			1,883				5.8	%			—				0.0	%
Stock option expense			7				0.1	%			57				0.3	%			72				0.2	%			190				0.4	%
Other gains and (losses), net			—				0.0	%			2				0.0	%			(32	)			-0.1	%			3,613				8.4	%
(Gain) loss on sales of assets			—				0.0	%			(2	)			0.0	%			32				0.1	%			(2	)			0.0	%
CCF		$	1,118				10.2	%		$	3,821				23.2	%		$	3,857				11.8	%		$	10,158				23.6	%
Corporate and Other segment (a)
Revenue		$	27							$	20							$	81							$	70
Operating loss			(17,312	)							(15,047	)							(45,974	)							(45,506	)
Depreciation & amortization			2,369								2,479								7,309								7,276
Stock option expense			411								3,394								1,148								5,626
Other gains and (losses), net			376								(17	)							380								10
Loss on sales of assets			58								17								54								45
CCF		$	(14,098	)						$	(9,174	)						$	(37,083	)						$	(32,549	)
Casualty Loss (a)
Casualty loss expense		$	(6,014	)						$	—							$	(87,361	)						$	—
Insurance proceeds			—								—								50,000								—
Operating loss			(6,014	)							—								(37,361	)							—
Impairment charges			1,192								—								42,733								—
Stock option expense			10								—								83								—
Other gains and (losses), net			8								—								122								—
CCF		$	(4,804	)						$	—							$	5,577							$	—

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL RESULTS
Unaudited
(in thousands, except operating metrics)

		Three Months Ended Sep. 30,								Nine Months Ended Sep. 30,
		2010				2009				2010				2009
HOSPITALITY OPERATING METRICS:
Adjusted Hospitality Segment (excludes Gaylord Opryland and Other, includes Nashville Radisson)
Occupancy			74.7	%			66.2	%			72.6	%			65.4	%
Average daily rate (ADR)		$	157.57			$	160.08			$	171.71			$	181.77
RevPAR		$	117.66			$	105.99			$	124.69			$	118.80
OtherPAR		$	188.31			$	159.76			$	189.63			$	175.34
Total RevPAR		$	305.97			$	265.75			$	314.32			$	294.14
Revenue		$	146,828			$	127,503			$	447,582			$	418,801
CCF		$	39,289			$	32,130			$	129,635			$	121,652
CCF Margin			26.8	%			25.2	%			29.0	%			29.0	%
Gaylord Palms, Texan and National (excludes Gaylord Opryland, Nashville Radisson and Other)
Occupancy			76.5	%			66.6	%			74.1	%			65.8	%
Average daily rate (ADR)		$	160.37			$	164.33			$	175.18			$	186.72
RevPAR		$	122.63			$	109.50			$	129.75			$	122.83
OtherPAR		$	199.22			$	169.12			$	200.71			$	185.53
Total RevPAR		$	321.85			$	278.62			$	330.46			$	308.36
Revenue		$	145,474			$	125,914			$	443,224			$	413,551
CCF		$	39,188			$	31,768			$	128,917			$	120,457
CCF Margin			26.9	%			25.2	%			29.1	%			29.1	%
Gaylord Opryland (a)
Occupancy			0.0	%			66.5	%			65.0	%			62.4	%
Average daily rate (ADR)		$	—			$	142.46			$	145.15			$	150.55
RevPAR		$	—			$	94.69			$	94.41			$	94.01
OtherPAR		$	—			$	111.05			$	122.73			$	115.08
Total RevPAR		$	—			$	205.74			$	217.14			$	209.09
Revenue		$	10			$	54,495			$	75,642			$	164,334
CCF		$	10			$	14,371			$	18,890			$	37,229
CCF Margin			100.0	%			26.4	%			25.0	%			22.7	%
Gaylord Palms
Occupancy			71.0	%			60.0	%			72.5	%			66.6	%
Average daily rate (ADR)		$	141.86			$	151.94			$	160.46			$	178.35
RevPAR		$	100.75			$	91.19			$	116.31			$	118.87
OtherPAR		$	164.25			$	143.56			$	184.42			$	182.02
Total RevPAR		$	265.00			$	234.75			$	300.73			$	300.89
Revenue		$	34,279			$	30,365			$	115,433			$	115,493
CCF		$	6,642			$	5,660			$	31,696			$	33,578
CCF Margin			19.4	%			18.6	%			27.5	%			29.1	%
Gaylord Texan
Occupancy			72.5	%			72.8	%			72.5	%			65.4	%
Average daily rate (ADR)		$	156.39			$	149.86			$	163.51			$	167.41
RevPAR		$	113.46			$	109.13			$	118.48			$	109.53
OtherPAR		$	203.88			$	175.25			$	212.18			$	189.84
Total RevPAR		$	317.34			$	284.38			$	330.66			$	299.37
Revenue		$	44,115			$	39,532			$	136,398			$	123,470
CCF		$	14,250			$	10,887			$	45,148			$	36,285
CCF Margin			32.3	%			27.5	%			33.1	%			29.4	%
Gaylord National
Occupancy			83.3	%			66.6	%			76.4	%			65.4	%
Average daily rate (ADR)		$	174.12			$	184.17			$	193.41			$	207.33
RevPAR		$	144.98			$	122.68			$	147.74			$	135.69
OtherPAR		$	220.31			$	182.37			$	203.50			$	184.71
Total RevPAR		$	365.29			$	305.05			$	351.24			$	320.40
Revenue		$	67,079			$	56,016			$	191,393			$	174,588
CCF		$	18,296			$	15,223			$	52,073			$	50,596
CCF Margin			27.3	%			27.2	%			27.2	%			29.0	%
Nashville Radisson
Occupancy			45.6	%			59.3	%			49.2	%			58.5	%
Average daily rate (ADR)		$	81.26			$	82.58			$	86.92			$	91.57
RevPAR		$	37.03			$	48.98			$	42.76			$	53.56
OtherPAR		$	11.56			$	8.06			$	9.93			$	9.91
Total RevPAR		$	48.59			$	57.04			$	52.69			$	63.47
Revenue		$	1,355			$	1,590			$	4,358			$	5,250
CCF		$	101			$	360			$	718			$	1,193
CCF Margin			7.5	%			22.6	%			16.5	%			22.7	%
Other Hospitality (b)
Occupancy			0.0	%			0.0	%			0.0	%			0.0	%
Average daily rate (ADR)		$	—			$	—			$	—			$	—
RevPAR		$	—			$	—			$	—			$	—
OtherPAR		$	—			$	—			$	—			$	—
Total RevPAR		$	—			$	—			$	—			$	—
Revenue		$	396			$	23			$	625			$	38
CCF		$	375			$	(3	)		$	604			$	(31	)
CCF Margin			94.7	%			-13.0	%			96.6	%			-81.6	%

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

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

		GUIDANCE RANGE
		FULL YEAR 2010
		Low				High
Gaylord Entertainment Company
Estimated Operating Income/(Loss)			($27,500	)			($20,000	)
Estimated Depreciation & Amortization			105,000				107,000
Estimated Adjusted EBITDA		$	77,500			$	87,000
Estimated Pre-Opening Costs		$	54,000			$	59,000
Estimated Non-Cash Lease Expense		$	5,700			$	5,900
Estimated Stock Option Expense		$	2,800			$	3,100
Estimated Gains/(Losses), Net			0				3,000
Estimated CCF		$	140,000			$	158,000

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

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

		GUIDANCE RANGE
		FULL YEAR 2011
Adjusted Gaylord Hotels		Low				High
Estimated Operating Income/(Loss)		$	102,000			$	105,300
Estimated Depreciation & Amortization			69,400				72,000
Estimated Adjusted EBITDA		$	171,400			$	177,300
Estimated Pre-Opening Costs			0				0
Estimated Non-Cash Lease Expense			5,800				6,000
Estimated Stock Option Expense			800				1,200
Estimated Gains/(Losses), Net			0				500
Estimated CCF		$	178,000			$	185,000

Gaylord Opryland		Low				High
Estimated Operating Income/(Loss)		$	46,000			$	47,400
Estimated Depreciation & Amortization			26,850				28,600
Estimated Adjusted EBITDA		$	72,850			$	76,000
Estimated Pre-Opening Costs			0				0
Estimated Non-Cash Lease Expense			0				0
Estimated Stock Option Expense			150				650
Estimated Gains/(Losses), Net			0				350
Estimated CCF		$	73,000			$	77,000
Opry and Attractions segment
Estimated Operating Income/(Loss)		$	7,000			$	8,300
Estimated Depreciation & Amortization			4,900				5,400
Estimated Adjusted EBITDA		$	11,900			$	13,700
Estimated Pre-Opening Costs			0				0
Estimated Stock Option Expense			100				250
Estimated Gains/(Losses), Net			0				50
Estimated CCF		$	12,000			$	14,000
Corporate and Other segment
Estimated Operating Income/(Loss)			($63,500	)			($60,500	)
Estimated Depreciation & Amortization			13,500				13,000
Estimated Adjusted EBITDA			($50,000	)			($47,500	)
Estimated Stock Option Expense			1,800				1,500
Estimated Gains/(Losses), Net			200				0
Estimated CCF			($48,000	)			($46,000	)