Information Concerning Guarantor and Non-Guarantor Subsidiaries

12 Months Ended

Dec. 31, 2011

Information Concerning Guarantor and Non-Guarantor Subsidiaries [Abstract]

Information Concerning Guarantor and Non-Guarantor Subsidiaries

19. Information Concerning Guarantor and Non-Guarantor Subsidiaries

Not all of the Company’s subsidiaries have guaranteed the Company’s Convertible Notes and 6.75% Senior Notes. The Company’s Convertible Notes and 6.75% 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 6.75% Senior Notes.

The following condensed consolidating financial information as of December 31, 2011 and 2010 and for each of the three years in the period ended December 31, 2011 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 Year Ended December 31, 2011

(in thousands)	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues	$	6,064		$	952,892		$	—		$	(6,812	)	$	952,144
Operating expenses:
Operating costs		—			567,162			—			(772	)		566,390
Selling, general and administrative		17,631			161,670			—			—			179,301
Management fees		—			6,040			—			(6,040	)		—
Casualty loss		336			889			—			—			1,225
Preopening costs		48			360			—			—			408
Depreciation and amortization		3,852			121,437			—			—			125,289
Operating income (loss)		(15,803	)		95,334			—			—			79,531
Interest expense, net of amounts capitalized		(75,626	)		(120,442	)		(407	)		121,802			(74,673	)
Interest income		103,686			14,737			15,839			(121,802	)		12,460
Income from unconsolidated companies		—			1,086			—			—			1,086
Other gains and (losses)		(36	)		(880	)		—			—			(916	)
Income (loss) before income taxes and discontinued operations		12,221			(10,165	)		15,432			—			17,488
(Provision) benefit for income taxes		(2,856	)		901			(5,465	)		—			(7,420	)
Equity in subsidiaries’ earnings, net		812			—			—			(812	)		—
Income (loss) from continuing operations		10,177			(9,264	)		9,967			(812	)		10,068
Income from discontinued operations, net of taxes		—			23			86			—			109
Net income (loss)	$	10,177		$	(9,241	)	$	10,053		$	(812	)	$	10,177

For the Year Ended December 31, 2010

(in thousands)	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues	$	12,556		$	770,672		$	—		$	(13,267	)	$	769,961
Operating expenses:
Operating costs		—			475,252			—			(643	)		474,609
Selling, general and administrative		22,583			135,624			—			(38	)		158,169
Management fees		—			12,532			—			(12,532	)		—
Casualty loss		4,921			37,400			—			—			42,321
Preopening costs		—			55,341			—			(54	)		55,287
Depreciation and amortization		4,576			100,985			—			—			105,561
Operating loss		(19,524	)		(46,462	)		—			—			(65,986	)
Interest expense, net of amounts capitalized		(83,117	)		(116,078	)		(349	)		118,118			(81,426	)
Interest income		98,216			17,989			15,037			(118,118	)		13,124
Income from unconsolidated companies		—			608			—			—			608
Net gain on extinguishment of debt		1,299			—			—			—			1,299
Other gains and (losses)		(54	)		(481	)		—			—			(535	)
Income (loss) before income taxes and discontinued operations		(3,180	)		(144,424	)		14,688			—			(132,916	)
(Provision) benefit for income taxes		(88	)		46,506			(5,700	)		—			40,718
Equity in subsidiaries’ losses, net		(85,860	)		—			—			85,860			—
Income (loss) from continuing operations		(89,128	)		(97,918	)		8,988			85,860			(92,198	)
Income from discontinued operations, net of taxes		—			22			3,048			—			3,070
Net income (loss)	$	(89,128	)	$	(97,896	)	$	12,036		$	85,860		$	(89,128	)

For the Year Ended December 31, 2009

(in thousands)	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues	$	8,623		$	873,443		$	—		$	(9,221	)	$	872,845
Operating expenses:
Operating costs		—			527,697			—			(623	)		527,074
Selling, general and administrative		21,789			150,572			—			—			172,361
Management fees		—			8,598			—			(8,598	)		—
Depreciation and amortization		5,841			110,726			—			—			116,567
Operating income (loss)		(19,007	)		75,850			—			—			56,843
Interest expense, net of amounts capitalized		(77,920	)		(118,866	)		—			120,194			(76,592	)
Interest income		23,487			97,552			14,242			(120,194	)		15,087
Loss from unconsolidated companies		—			(5	)		—			—			(5	)
Net gain on extinguishment of debt		18,677			—			—			—			18,677
Other gains and (losses)		(11	)		2,858			—			—			2,847
Income (loss) before income taxes and discontinued operations		(54,774	)		57,389			14,242			—			16,857
(Provision) benefit for income taxes		20,845			(25,584	)		(5,004	)		—			(9,743	)
Equity in subsidiaries’ earnings, net		33,906			—			—			(33,906	)		—
Income (loss) from continuing operations		(23	)		31,805			9,238			(33,906	)		7,114
Loss from discontinued operations, net of taxes		—			(7,096	)		(41	)		—			(7,137	)
Net income (loss)	$	(23	)	$	24,709		$	9,197		$	(33,906	)	$	(23	)

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2011

(in thousands)	Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS:
Current assets:
Cash and cash equivalents — unrestricted	$	37,562		$	6,826		$	—		$	—		$	44,388
Cash and cash equivalents — restricted		1,150			—			—			—			1,150
Trade receivables, net		—			41,939			—			—			41,939
Deferred income taxes		1,195			7,423			23			—			8,641
Other current assets		2,710			45,954			—			(126	)		48,538
Intercompany receivables, net		1,745,197			—			302,368			(2,047,565	)		—
Total current assets		1,787,814			102,142			302,391			(2,047,691	)		144,656
Property and equipment, net of accumulated depreciation		43,733			2,165,394			—			—			2,209,127
Notes receivable, net of current portion		—			142,567			—			—			142,567
Long-term deferred financing costs		15,947			—			—			—			15,947
Other long-term assets		658,167			359,297			—			(966,751	)		50,713
Long-term assets of discontinued operations		—			—			390			—			390
Total assets	$	2,505,661		$	2,769,400		$	302,781		$	(3,014,442	)	$	2,563,400
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	—		$	755		$	—		$	—		$	755
Accounts payable and accrued liabilities		17,934			151,458			—			(417	)		168,975
Intercompany payables, net		—			1,958,653			88,912			(2,047,565	)		—
Current liabilities of discontinued operations		—			—			186			—			186
Total current liabilities		17,934			2,110,866			89,098			(2,047,982	)		169,916
Long-term debt and capital lease obligations, net of current portion		1,071,426			1,644			—			—			1,073,070
Deferred income taxes		(36,586	)		144,886			(81	)		—			108,219
Other long-term liabilities		82,358			83,560			—			291			166,209
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		929,904			1,081,063			(40,127	)		(1,040,936	)		929,904
Treasury stock		(4,599	)		—			—			—			(4,599	)
Retained earnings		480,771			(655,007	)		253,439			76,574			155,777
Accumulated other comprehensive loss		(36,031	)		—			—			—			(36,031	)
Total stockholders’ equity		1,370,529			428,444			213,313			(966,751	)		1,045,535
Total liabilities and stockholders’ equity	$	2,505,661		$	2,769,400		$	302,781		$	(3,014,442	)	$	2,563,400

As of December 31, 2010

(in thousands)	Issuer			Guarantors			Non- 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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2011

(in thousands)	Issuer			Guarantors			Non- Guarantors			Eliminations		Consolidated
Net cash provided by continuing operating activities	$	31,002		$	122,880		$	22		$	—	$	153,904
Net cash provided by (used in) discontinued operating activities		—			37			(22	)		—		15
Net cash provided by operating activities		31,002			122,917			—			—		153,919
Purchases of property and equipment		(6,110	)		(126,482	)		—			—		(132,592	)
Collection of notes receivable		—			2,465			—			—		2,465
Other investing activities		3			1,845			—			—		1,848
Net cash used in investing activities — continuing operations		(6,107	)		(122,172	)		—			—		(128,279	)
Net cash used in investing activities — discontinued operations		—			—						—		—
Net cash used in investing activities		(6,107	)		(122,172	)		—			—		(128,279	)
Repayments under credit facility		(100,000	)		—			—			—		(100,000	)
Deferred financing costs paid		(10,074	)		—			—			—		(10,074	)
Proceeds from exercise of stock option and purchase plans		4,828			—			—			—		4,828
Other financing activities, net		—			(404	)		—			—		(404	)
Net cash used in financing activities — continuing operations		(105,246	)		(404	)		—			—		(105,650	)
Net cash provided by financing activities — discontinued operations		—			—			—			—		—
Net cash used in financing activities		(105,246	)		(404	)		—			—		(105,650	)
Net change in cash and cash equivalents		(80,351	)		341			—			—		(80,010	)
Cash and cash equivalents at beginning of year		117,913			6,485			—			—		124,398
Cash and cash equivalents at end of year	$	37,562		$	6,826		$	—		$	—	$	44,388

For the Year Ended December 31, 2010

(in thousands)	Issuer			Guarantors			Non- Guarantors			Eliminations		Consolidated
Net cash provided by (used in) continuing operating activities	$	(54,296	)	$	192,298		$	908		$	—	$	138,910
Net cash provided by discontinued operating activities		—			22			552			—		574
Net cash provided by (used in) operating activities		(54,296	)		192,320			1,460			—		139,484
Purchases of property and equipment		(1,772	)		(192,875	)		—			—		(194,647	)
Collection of notes receivable		—			4,161			—			—		4,161
Other investing activities		—			148			—			—		148
Net cash used in investing activities — continuing operations		(1,772	)		(188,566	)		—			—		(190,338	)
Net cash used in investing activities — discontinued operations		—			—			(1,460	)		—		(1,460	)
Net cash used in investing activities		(1,772	)		(188,566	)		(1,460	)		—		(191,798	)
Repurchases of senior notes		(26,965	)		—			—			—		(26,965	)
Proceeds from exercise of stock option and purchase plans		26,075			—			—			—		26,075
Other financing activities, net		(1,000	)		(1,427	)		—			—		(2,427	)
Net cash used in financing activities — continuing operations		(1,890	)		(1,427	)		—			—		(3,317	)
Net cash provided by financing activities — discontinued operations		—			—			—			—		—
Net cash used in financing activities		(1,890	)		(1,427	)		—			—		(3,317	)
Net change in cash and cash equivalents		(57,958	)		2,327			—			—		(55,631	)
Cash and cash equivalents at beginning of year		175,871			4,158			—			—		180,029
Cash and cash equivalents at end of year	$	117,913		$	6,485		$	—		$	—	$	124,398

For the Year Ended December 31, 2009

(in thousands)	Issuer			Guarantors			Non- Guarantors			Eliminations		Consolidated
Net cash provided by continuing operating activities	$	93,089		$	31,414		$	507		$	—	$	125,010
Net cash used in discontinued operating activities		—			(1,444	)		(507	)		—		(1,951	)
Net cash provided by operating activities		93,089			29,970			—			—		123,059
Purchases of property and equipment		(1,638	)		(51,427	)		—			—		(53,065	)
Collection of notes receivable		—			17,621			—			—		17,621
Other investing activities		4			1,951			—			—		1,955
Net cash used in investing activities — continuing operations		(1,634	)		(31,855	)		—			—		(33,489	)
Net cash used in investing activities — discontinued operations		—			(6	)		—			—		(6	)
Net cash used in investing activities		(1,634	)		(31,861	)		—			—		(33,495	)
Repayments under credit facility		(22,500	)		—			—			—		(22,500	)
Repurchases of senior notes		(329,571	)		—			—			—		(329,571	)
Proceeds from the issuance of convertible notes, net of equity-related issuance costs		358,107			—			—			—		358,107
Deferred financing costs paid		(8,077	)		—			—			—		(8,077	)
Purchase of convertible note hedge		(76,680	)		—			—			—		(76,680	)
Proceeds from the issuance of common stock warrants		43,740			—			—			—		43,740
Proceeds from the issuance of common stock, net of issuance costs		125,297			—			—			—		125,297
Purchases of treasury stock		(4,599	)		—			—			—		(4,599	)
Proceeds from the termination of an interest rate swap on senior notes		5,000			—			—			—		5,000
Proceeds from exercise of stock option and purchase plans		566			—			—			—		566
Decrease in restricted cash and cash equivalents		15			—			—			—		15
Other financing activities, net		(1,158	)		(711	)		—			—		(1,869	)
Net cash provided by (used in) financing activities — continuing operations		90,140			(711	)		—			—		89,429
Net cash provided by financing activities — discontinued operations		—			—			—			—		—
Net cash provided by (used in) financing activities		90,140			(711	)		—			—		89,429
Net change in cash and cash equivalents		181,595			(2,602	)		—			—		178,993
Cash and cash equivalents at beginning of year		(5,724	)		6,760			—			—		1,036
Cash and cash equivalents at end of year	$	175,871		$	4,158		$	—		$	—	$	180,029