Information Concerning Guarantor and Non-Guarantor Subsidiaries

6 Months Ended

Jun. 30, 2011

Information Concerning Guarantor and Non-Guarantor Subsidiaries [Abstract]

INFORMATION CONCERNING GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

18. INFORMATION CONCERNING GUARANTOR AND NON-GUARANTOR SUBSIDIARIES:

Not all of the Company’s subsidiaries have guaranteed the Company’s Convertible Notes and the Senior Notes. The Company’s Convertible Notes and Senior Notes are guaranteed on a senior unsecured basis by generally all of the Company’s significant active domestic subsidiaries (the “Guarantors”). Certain discontinued operations and inactive subsidiaries (the “Non-Guarantors”) do not guarantee the Company’s Convertible Notes and Senior Notes.

The following condensed consolidating financial information includes certain allocations of revenues and expenses based on management’s best estimates, which are not necessarily indicative of financial position, results of operations and cash flows that these entities would have achieved on a stand alone basis.

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Operations

For the Three Months Ended June 30, 2011

							Non-
(in thousands)	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Revenues	$	1,461		$	236,770		$	—		$	(1,456	)	$	236,775
Operating expenses:
Operating costs		—			132,746			—						132,746
Selling, general and administrative		4,050			38,998			—			—			43,048
Casualty loss		48			421			—			—			469
Preopening costs		—			41			—			—			41
Management fees		—			1,456			—			(1,456	)		—
Depreciation and amortization		1,002			28,269			—			—			29,271
Operating (loss) income		(3,639	)		34,839			—			—			31,200
Interest expense, net of amounts capitalized		(21,447	)		(30,542	)		(101	)		30,713			(21,377	)
Interest income		26,247			3,860			3,922			(30,713	)		3,316
Income from unconsolidated companies		—			152			—			—			152
Other gains and (losses), net		—			141			—			—			141
Income before income taxes		1,161			8,450			3,821			—			13,432
Provision for income taxes		(365	)		(3,290	)		(1,144	)		—			(4,799	)
Equity in subsidiaries’ earnings, net		7,841			—			—			(7,841	)		—
Income from continuing operations		8,637			5,160			2,677			(7,841	)		8,633
Income from discontinued operations, net of taxes		—			—			4			—			4
Net income	$	8,637		$	5,160		$	2,681		$	(7,841	)	$	8,637

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Operations

For the Three Months Ended June 30, 2010

							Non-
(in thousands)	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Revenues	$	1,682		$	183,872		$	—		$	(1,675	)	$	183,879
Operating expenses:
Operating costs		—			104,746			—			—			104,746
Selling, general and administrative		4,366			31,922			—			—			36,288
Casualty loss		3,800			27,547			—			—			31,347
Preopening costs		—			6,240			—			—			6,240
Management fees		—			1,675			—			(1,675	)		—
Depreciation and amortization		1,171			24,780			—			—			25,951
Operating loss		(7,655	)		(13,038	)		—			—			(20,693	)
Interest expense, net of amounts capitalized		(20,789	)		(29,131	)		(155	)		29,595			(20,480	)
Interest income		24,143			5,015			3,723			(29,595	)		3,286
Income from unconsolidated companies		—			190			—			—			190
Net gain on extinguishment of debt		100			—			—			—			100
Other gains and (losses), net		1			(148	)		—			—			(147	)
(Loss) income before income taxes		(4,200	)		(37,112	)		3,568			—			(37,744	)
Benefit (provision) for income taxes		1,436			11,013			(752	)		—			11,697
Equity in subsidiaries’ losses, net		(19,956	)		—			—			19,956			—
(Loss) income from continuing operations		(22,720	)		(26,099	)		2,816			19,956			(26,047	)
Income from discontinued operations, net of taxes		—			34			3,293			—			3,327
Net (loss) income	$	(22,720	)	$	(26,065	)	$	6,109		$	19,956		$	(22,720	)

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2011

							Non-
(in thousands)	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Revenues	$	2,936		$	457,529		$	—		$	(2,952	)	$	457,513
Operating expenses:
Operating costs		—			266,652			—			(28	)		266,624
Selling, general and administrative		8,342			77,784			—			—			86,126
Casualty loss		48			420			—			—			468
Preopening costs		—			41			—			—			41
Management fees		—			2,924			—			(2,924	)		—
Depreciation and amortization		2,029			56,299			—			—			58,328
Operating (loss) income		(7,483	)		53,409			—			—			45,926
Interest expense, net of amounts capitalized		(42,521	)		(60,526	)		(200	)		61,061			(42,186	)
Interest income		52,074			7,725			7,751			(61,061	)		6,489
Income from unconsolidated companies		—			325			—			—			325
Other gains and (losses), net		—			(50	)		—			—			(50	)
Income before income taxes		2,070			883			7,551			—			10,504
Provision for income taxes		(840	)		(399	)		(2,593	)		—			(3,832	)
Equity in subsidiaries’ earnings, net		5,450			—			—			(5,450	)		—
Income from continuing operations		6,680			484			4,958			(5,450	)		6,672
Income (loss) from discontinued operations, net of taxes		—			22			(14	)		—			8
Net income	$	6,680		$	506		$	4,944		$	(5,450	)	$	6,680

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2010

							Non-
(in thousands)	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Revenues	$	3,274		$	398,395		$	—		$	(3,309	)	$	398,360
Operating expenses:
Operating costs		—			235,311			—			(10	)		235,301
Selling, general and administrative		9,700			68,527			—			(37	)		78,190
Casualty loss		3,800			27,547			—			—			31,347
Preopening costs		—			6,240			—			—			6,240
Management fees		—			3,262			—			(3,262	)		—
Depreciation and amortization		2,455			50,567			—			—			53,022
Operating (loss) income		(12,681	)		6,941			—			—			(5,740	)
Interest expense, net of amounts capitalized		(41,254	)		(58,070	)		(155	)		58,884			(40,595	)
Interest income		48,211			9,823			7,358			(58,884	)		6,508
Income from unconsolidated companies		—			117			—			—			117
Net gain on extinguishment of debt		1,299			—			—			—			1,299
Other gains and (losses), net		4			(164	)		—			—			(160	)
(Loss) income before income taxes		(4,421	)		(41,353	)		7,203			—			(38,571	)
Benefit (provision) for income taxes		780			12,485			(2,543	)		—			10,722
Equity in subsidiaries’ losses, net		(20,929	)		—			—			20,929			—
(Loss) income from continuing operations		(24,570	)		(28,868	)		4,660			20,929			(27,849	)
Income from discontinued operations, net of taxes		—			34			3,245			—			3,279
Net (loss) income	$	(24,570	)	$	(28,834	)	$	7,905		$	20,929		$	(24,570	)

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Balance Sheet

June 30, 2011

							Non-
(in thousands)	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents — unrestricted	$	107,310		$	4,053		$	—		$	—		$	111,363
Cash and cash equivalents — restricted		1,150			—			—			—			1,150
Trade receivables, net		—			48,977			—			—			48,977
Deferred income taxes		168			5,086			680			—			5,934
Other current assets		4,111			43,609			—			(126	)		47,594
Intercompany receivables, net		1,768,661			—			294,444			(2,063,105	)		—
Total current assets		1,881,400			101,725			295,124			(2,063,231	)		215,018
Property and equipment, net of accumulated depreciation		39,623			2,157,453			—			—			2,197,076
Notes receivable, net of current portion		—			143,773			—			—			143,773
Long-term deferred financing costs		10,007			—			—			—			10,007
Other long-term assets		661,272			359,897			—			(971,389	)		49,780
Long-term assets of discontinued operations		—			—			408			—			408
Total assets	$	2,592,302		$	2,762,848		$	295,532		$	(3,034,620	)	$	2,616,062
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	—		$	190		$	—		$	—		$	190
Accounts payable and accrued liabilities		12,468			133,063			—			(421	)		145,110
Estimated fair value of derivative liabilities		1,749			—			—			—			1,749
Intercompany payables, net		—			1,976,326			86,779			(2,063,105	)		—
Current liabilities of discontinued operations		—			—			327			—			327
Total current liabilities		14,217			2,109,579			87,106			(2,063,526	)		147,376
Long-term debt and capital lease obligations, net of current portion		1,164,947			209			—			—			1,165,156
Deferred income taxes		(21,559	)		132,026			(229	)		—			110,238
Other long-term liabilities		58,152			82,843			—			295			141,290
Long-term liabilities of discontinued operations		—			—			451			—			451
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—			—			—
Common stock		484			2,388			1			(2,389	)		484
Additional paid-in capital		924,553			1,081,063			(40,127	)		(1,040,936	)		924,553
Treasury stock		(4,599	)		—			—			—			(4,599	)
Retained earnings		477,274			(645,260	)		248,330			71,936			152,280
Other stockholders’ equity		(21,167	)		—			—			—			(21,167	)
Total stockholders’ equity		1,376,545			438,191			208,204			(971,389	)		1,051,551
Total liabilities and stockholders’ equity	$	2,592,302		$	2,762,848		$	295,532		$	(3,034,620	)	$	2,616,062

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Balance Sheet

December 31, 2010

							Non-
(in thousands)	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
ASSETS:
Current assets:
Cash and cash equivalents — unrestricted	$	117,913		$	6,485		$	—		$	—		$	124,398
Cash and cash equivalents — restricted		1,150			—			—			—			1,150
Trade receivables, net		—			31,793			—			—			31,793
Estimated fair value of derivative assets		22			—			—			—			22
Deferred income taxes		67			5,748			680			—			6,495
Other current assets		3,364			45,754			—			(126	)		48,992
Intercompany receivables, net		1,744,290			—			287,087			(2,031,377	)		—
Total current assets		1,866,806			89,780			287,767			(2,031,503	)		212,850
Property and equipment, net of accumulated depreciation		38,686			2,162,759			—			—			2,201,445
Notes receivable, net of current portion		—			142,651			—			—			142,651
Long-term deferred financing costs		12,521			—			—			—			12,521
Other long-term assets		654,722			362,282			—			(965,939	)		51,065
Long-term assets of discontinued operations		—			—			401			—			401
Total assets	$	2,572,735		$	2,757,472		$	288,168		$	(2,997,442	)	$	2,620,933
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	58,396		$	178		$	—		$	—		$	58,574
Accounts payable and accrued liabilities		14,622			161,142			—			(421	)		175,343
Estimated fair value of derivative liabilities		12,475			—			—			—			12,475
Intercompany payables, net		—			1,947,054			84,323			(2,031,377	)		—
Current liabilities of discontinued operations		—			—			357			—			357
Total current liabilities		85,493			2,108,374			84,680			(2,031,798	)		246,749
Long-term debt and capital lease obligations, net of current portion		1,100,335			306			—			—			1,100,641
Deferred income taxes		(26,398	)		127,768			(230	)		—			101,140
Other long-term liabilities		58,559			83,346			—			295			142,200
Long-term liabilities of discontinued operations		—			—			451			—			451
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—			—			—
Common stock		481			2,388			1			(2,389	)		481
Additional paid-in capital		916,359			1,081,056			(40,120	)		(1,040,936	)		916,359
Treasury stock		(4,599	)		—			—			—			(4,599	)
Retained earnings		470,594			(645,766	)		243,386			77,386			145,600
Accumulated other comprehensive loss		(28,089	)		—			—			—			(28,089	)
Total stockholders’ equity		1,354,746			437,678			203,267			(965,939	)		1,029,752
Total liabilities and stockholders’ equity	$	2,572,735		$	2,757,472		$	288,168		$	(2,997,442	)	$	2,620,933

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2011

							Non-
(in thousands)	Issuer			Guarantors			Guarantors			Eliminations		Consolidated
Net cash (used in) provided by continuing operating activities	$	(12,553	)	$	52,137		$	66		$	—	$	39,650
Net cash provided by (used in) discontinued operating activities		—			38			(66	)		—		(28	)
Net cash (used in) provided by operating activities		(12,553	)		52,175			—			—		39,622
Purchases of property and equipment		(2,247	)		(59,166	)		—			—		(61,413	)
Collection of notes receivable		—			2,465			—			—		2,465
Other investing activities		4			2,179			—			—		2,183
Net cash used in investing activities — continuing operations		(2,243	)		(54,522	)		—			—		(56,765	)
Net cash used investing activities — discontinued operations		—			—			—			—		—
Net cash used in investing activities		(2,243	)		(54,522	)		—			—		(56,765	)
Proceeds from exercise of stock option and purchase plans		4,193			—			—			—		4,193
Other financing activities, net		—			(85	)		—			—		(85	)
Net cash provided by (used in) financing activities — continuing operations		4,193			(85	)		—			—		4,108
Net cash provided by financing activities — discontinued operations		—			—			—			—		—
Net cash provided by (used in) financing activities		4,193			(85	)		—			—		4,108
Net change in cash and cash equivalents		(10,603	)		(2,432	)		—			—		(13,035	)
Cash and cash equivalents at beginning of period		117,913			6,485			—			—		124,398
Cash and cash equivalents at end of period	$	107,310		$	4,053		$	—		$	—	$	111,363

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2010

							Non-
(in thousands)	Issuer			Guarantors			Guarantors			Eliminations		Consolidated
Net cash provided by continuing operating activities	$	26,351		$	19,143		$	738		$	—	$	46,232
Net cash provided by discontinued operating activities		—			45			684			—		729
Net cash provided by operating activities		26,351			19,188			1,422			—		46,961
Purchases of property and equipment		(1,540	)		(18,315	)		—			—		(19,855	)
Collection of notes receivable		—			4,021			—			—		4,021
Other investing activities		—			130			—			—		130
Net cash used in investing activities — continuing operations		(1,540	)		(14,164	)		—			—		(15,704	)
Net cash used investing activities — discontinued operations		—			—			(1,422	)		—		(1,422	)
Net cash used in investing activities		(1,540	)		(14,164	)		(1,422	)		—		(17,126	)
Repurchases of senior notes		(26,965	)		—			—			—		(26,965	)
Proceeds from exercise of stock option and purchase plans		1,675			—			—			—		1,675
Other financing activities, net		—			(1,272	)		—			—		(1,272	)
Net cash used in financing activities — continuing operations		(25,290	)		(1,272	)		—			—		(26,562	)
Net cash provided by financing activities — discontinued operations		—			—			—			—		—
Net cash used in financing activities		(25,290	)		(1,272	)		—			—		(26,562	)
Net change in cash and cash equivalents		(479	)		3,752			—			—		3,273
Cash and cash equivalents at beginning of period		175,871			4,158			—			—		180,029
Cash and cash equivalents at end of period	$	175,392		$	7,910		$	—		$	—	$	183,302